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Quorum for board meeting

Prasanna (practice) (177 Points)

29 February 2012

a pvt ltd co has two directors. one of director left india 6 months back and gone abroad for studies and will not be back in india for the period of next 2 years. what is the solution for compliance of sec.285 and sec. 287 except appointing an additional director. how default already committed for holding 2 meetings can be rectified?

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14 Replies

Parashar (Company Secretary 2004) (1013 Points)
Replied 29 February 2012

Now a days Board Meetings can be held through video confrencing, check your Articles of Association whther they permit so. Resolution by circulation may also be an option sometimes.

wait for experts views.

CS Rajveer Rai, Gurgaon (CS) (646 Points)
Replied 29 February 2012

no vedio conferencing is not possible here as per circular quorum should also be present on table in this case also.

Akhilesh Kumar Jha (Company Secretary and Legal) (60 Points)
Replied 29 February 2012

best option for you:-

if the director can not come to india, the indian director can go outside india within interval and rest can pass circulation,

thanks

(Guest)

Pass Circular resolution in this case else appoint one more director.

Thanks

Prasanna (practice) (177 Points)
Replied 29 February 2012

thanks everyone...we can pass resolution by circulation once and not everytime... what to be done in suh case?

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 01 March 2012

Originally posted by : Parashar
	Now a days Board Meetings can be held through video confrencing,

It is not correct dear parashar...update yourself.

Parashar (Company Secretary 2004) (1013 Points)
Replied 01 March 2012

Ok Ankur Bhaiya, please update me with the current law on video confrencing.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 01 March 2012

INTRODUCTION OF E-GOVERNANCE

One of the feature introduced by Companies Bill, 2011 is formal introduction of the concept of E-Governance.

E-Governance proposed for various company processes like maintenance and inspection of documents in electronic form, option of keeping of books of accounts in electronic form, financial statements to be placed on company’s website, holding of board meetings through video conferencing/other electronic mode; voting through electronic means.

After the introduction of E-Governance companies can maintain its statutory registers in electronic mode and hold its board meetings through video conferencing.

Mamta Batra (CS) (376 Points)
Replied 01 March 2012

I think BM could be conducted through video conference as participation through video conferencing would be counted for the purpose of quorum.

MAYURI (COMPANY SECRETARY) (48 Points)
Replied 01 March 2012

Board Meetings can be conducted through video conferencing and directors attending the meeting through such mode will also be counted for the purpose of quorum. Kindly go through the mentioned link in this respect . https://www.mca.gov.in/Ministry/pdf/Circular_28-2011_20may2011.pdf

Naresh Kumar (student) (51 Points)
Replied 01 March 2012

Originally posted by : MAYURI
	Board Meetings can be conducted through video conferencing and directors attending the meeting through such mode will also be counted for the purpose of quorum. Kindly go through the mentioned link in this respect . https://www.mca.gov.in/Ministry/pdf/Circular_28-2011_20may2011.pdf
	Director attanding meeting through video conferencing would be counted for quorum

Prateek Jayachandra (Tax & Audit Professional) (49 Points)
Replied 01 March 2012

As per the above circular Board meeting can be held through Video conferencing.

However, as per para 4) point b), it states "Every Director of the company must attend the meeting of Board/committee of directors personally atleast one meeting a financial year of the company"

Hence, for the query being asked - the director MUST attend atleast one Board Meeting in a Financial Year. So video conferencing is feasible if the director gone abroad can visit India for that board meeting or the meeting be held when He/She visits India.

Akhilesh Kumar Jha (Company Secretary and Legal) (60 Points)
Replied 02 March 2012

As per my view we also cover in section 288 of the companies act 1956 according to mentioned question

(Guest)

Originally posted by : Prateek Jayachandra
	As per the above circular Board meeting can be held through Video conferencing. However, as per para 4) point b), it states "Every Director of the company must attend the meeting of Board/committee of directors personally atleast one meeting a financial year of the company" Hence, for the query being asked - the director MUST attend atleast one Board Meeting in a Financial Year. So video conferencing is feasible if the director gone abroad can visit India for that board meeting or the meeting be held when He/She visits India.