Meeting of audit committee

Dear All,

Suppose Audit Committee Meeting is scheduled on 21st May, 2012 and there are 3 members in that Committee one is MD and others are Independent Directors.

After issue of notice one independent Directors request to grant leave of absence due to some emergency work outside the Country.

As per the listing agreement----

1) 2 members are there to attend the Audit Committee meeting i.e. quarom is there

2) Further listing agreement says that there should be minimum 2 independent members present.

Here one MD and one independent members is going to attend and another independen director has requested for leave of absence and is travelling outside country on meeting date.

 Please suggest can we held Audit Committee meeing??? Can we show attendance of other independent director through video conference who is travelling outside country?? For video conference is it mandatory to have audio-visual or can we show present through teleconference or audio conference?

 

Replies (2)

Dear Zankhana,

In my view, holding of audit committee meeting through video conference is not possible. As listing agreement is silent on holding of meeting through video conference. 

What you can do is elect one independent director from the board as a member of audit committee vide circular resolution & hold audit committee meeting. 

 

 

 

 

 However, please note that the Ministry vide General Circular No. 28/2011 dt. 20/05/2011, besides enabling participation of the Directors in the meetings of the Board/Committees through electronic mode, has clarified much of the technical issues which might have otherwise been encountered as hurdles to the effective implementation of the process.
 
Video Conference facility only i.e. audio-visual electronic communication facility is allowed for conducting meetings.
Tele conferencing or Audio Conferencing or participation throughTelephone/Mobile is not included herein.

 

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