DRAFT NOTICE AND MINUTE OF BOARD MEETING HELD THROUGH
VIDEO CONFERENCING
Considering the need to take precautionary
steps to overcome the outbreak of the coronavirus (Covid-19), the Government
has decided to relax the requirement of holding Board meetings with physical
presence of directors under section 173 (2) r/w rule 4 of the Companies (Meetings
of Board and its Powers) Rules, 2014 for approval of:
·
Annual financial statements,
·
Board’s report, etc.
Such meetings may till 30th June,
2020 be held through video conferencing or other audio visual means by duly
ensuring compliance of rule 3 of the said rules.
Further the Institute of Company Secretaries
of India has also issued its Guidance dated April 4, 2020 on the applicability
of Secretarial Standards on board and general meetings.
COMMENT:
Mostly, listed companies might have had their
last board meeting held in the month of Feb, 2020. In that case, the next
meeting can be held within 180 days but before 30th June, 2020 since that is
the last date of filing financial results for Q4 of FY 2019-20 for both equity
and debt listed companies.
It is to be noted that the debt listed
companies are required to make half-yearly intimation of financial result u/r
52 of LODR. However, where a debt-listed company is a subsidiary / joint
venture or associate of an equity listed company, it needs to prepare and gets
its results approved quarterly for the purpose of consolidation.
For unlisted company, the maximum time gap of
180 days is extended till all board meeting to be held before September 30,
2020.
The relaxation is only with respect to the
approval of financial results of Q4 of FY 19-20 which is till June 30, 2020.
There is no relaxation w.r.t the approval of financial results for Q1 of FY
20-21. Accordingly, the same will have to be held within 45 days of the end of
the quarter; i.e by 14th August, 2020.
Source:
Hope it will provide reference to various stakeholders
for drafting of various documents required for convening Board Meeting through
Video Conferencing:-
NOTICE OF BOARD
MEETING THROUGH VIDEO CONFERENCING
We are pleased to
inform you that meeting of the Board of Directors of ...............Limited
will be held on Friday, February 8, 2013 at 2.30 p.m.
at.................................................................. , Delhi, inter-alia,
to consider and approve the Un-audited Financial
Results of the Company for the year ended March, 2020.
Detailed Agenda for the said Meeting shall be sent
to you separately.
VC Meeting (please include the below
text in the notice)
We would like to
inform you that, you may attend the Board Meeting through Video Conference by
dialling/connecting to IP address: 189.18.1.123
The mode of
participation may please be confirmed to the undersigned (Mobile No.
.........................., Email i.d. ................................).
In the absence of your confirmation, it shall be presumed that you will be
attending the Board Meeting physically and not through Video Conference.
Kindly make it
convenient to attend the meeting.
Please advise us
about your travel / accommodation requirements to enable us to make the
necessary arrangements.
MINUTES OF BOARD MEETING THROUGH VIDEO CONFERENCING
MINUTES OF THE MEETING NO.5 / 2019 - 2020 OF THE BOARD
OF DIRECTORS OF …………………….. HELD ON WEDNESDAY, ……………., 2020 THROUGH VIDEO
CONVERENCING (VC) AT 2.00 P.M. AT BOARD ROOM …………………,
========================================================================
Present
xxxxxx
|
- Executive Chairman
|
- through VC from Delhi
|
xxxxxx
|
- Group
Director
|
- through
VC from Hyderabad
|
xxxxxx
|
- Director
|
-
Bangalore
|
xxxxxx
|
- Director
|
- through
VC from Chennai
|
xxxxxx
|
-
Independent Director
|
- through
VC from Chennai
|
xxxxxx
|
- Independent Director
|
- through
VC from Mumbai
|
xxxxxx
|
- Independent Director
|
- through
VC from Bangalore
|
xxxxxx
|
- Independent Director
|
- through
VC from New Delhi
|
In attendance
Mr. xxxxxxxxxxx - Company Secretary
Mr. xxxxxxxxxxxx - CFO – CIG
Mr. xxxxxxxxxx -
AGM - Corporate Secretarial
Chairman
Mr. xxxxxxxxx, Chairman occupied the Chair. He made the roll call and
confirmed the participation of the Directors and attendance of the Directors
during the last three meetings. Chairman confirmed the presence of the quorum
and conducted the proceedings of the Meeting.
1. Leave of absence
Leave
of absence was granted to Mr. xxxxx, and Mr. xxxxx, who
had communicated their inability to attend the meeting.
2.
Confirmation of the Minutes of the previous
Board Meeting held on …r .., 2019
The
minutes of the previous Board Meeting held on November …., 2019 which were
earlier circulated to all the Directors, were read and confirmed.
………………………………………….(
items as per the requirement)
Chairman announced the summary of the decisions taken in the meeting
and that all the decisions were approved unanimously by the Directors present
at the meeting. Before the conclusion of the Meeting, Chairman made the roll
call at the conclusion of the meeting and ensured presence of quorum throughout
the meeting.
There being no other business to transact, the Meeting concluded with a
vote of thanks to the Chair.
Place: CHAIRMAN
Date:
DISCLAIMER: The article is based on the relevant
provisions and as per the information existing at the time of the preparation.
in no event i shall be liable for any direct and indirect result from this
article. this is only a knowledge sharing initiative.
THE AUTHOR – CS Deepak Seth (Associate Partner at
Helpinghands Professionals LLP) and can be reached at contacthhpro@gmail.com or
9910248911.
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