Directors, meetings of board and its powers.
[Companies (Board meetings and its Powers) Rules, 2014]
DIRECTORS, MEETINGS OF BOARDS [section 173]
DIRECTORS, MEETINGS OF BOARD THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS [RULE 3]
“Video conferencing or other audio visual means ” means audio visual electronic communication facility employed facility which enables all the persons participating to communicate in a meeting concurrently with each other without an intermediary and to participate in the meeting effectively.
A company shall comply with the procedure following, for convening and conducting the meetings of board through video conferencing or other audio visual means.
Every company shall make arrangements that are necessary to avoid video failure or audio visual connection.
The meeting chairperson and the secretary of the company, if any, shall take reasonable and due care–
a, to protect the meeting integrity by ensuring sufficient identification and security procedures;
to ensure proper video conferencing availability or other audio visual equipment or for providing facilities of the communications transmission for the directors effective participation and other authorized board meeting participants.
The proceedings to be recorded and prepare the meeting minutes.
To store for keeping safe and marking the recordings of the tape or other mechanism of electronic recording as part of the company records at least before the time of audit completion of that particular year.
To ensure that no person other than the director concerned are attending ot have to the proceedings access of the meeting through mode of video conferencing or other means of audio visual.
To ensure that no person other than director that are concerned are attending or have to access of the meeting proceedings through video conferencing mode or other audio visual means; and
To ensure that the participants the meeting attending through audio visual
means are able to hear and look clearly the other participants clearly during the meeting course.
The persons who are differently abled may make request to the Board to allow a person for him to accompany.
The meeting notice shall be sent to all the directors in respect with the provisions of sub-section (3) of section 173 of the Act.
The meeting notice shall inform the regarding directors the option available to them to take part through video conferencing mode or other means of audio visual and shall give all the information that are important to enable the directors to take part through video conferencing mode or other audio visual means.
A intending director to participated through video conferencing or audio visual means shall communicate his intention to the company or the chairperson or the company secretary
If the director intends to take part through video conferencing or other audio visual means, he shall give intimation that are prior to that sufficiently effect in advance so that the company is able to make arrangements that are suitable in this behalf..
The director, who desire, to take part may intimate his focus of participation through the electronic mode at the calendar year in the beginning and such declaration shall be valid for one calendar year.
Of any intimation in the absence, it shall be assumed that the director shall attend the meeting in person.
the participating location.
The agenda has been received and all the materiel that are relevant for the meeting; and
that no one other than the director concerned is attending or having access to the proceedings at the mentioned location in clause (b).
After the roll call, the Company secretary and the chairperson shall inform the board about the persons name other than the directors who are available for the meeting said at the request or with the chairperson permission and confirm that the quorum needed is complete.
A participating director in a meeting through video conferencing or audio visual means shall communicate to the chairperson his intention or the company secretary of the company
The chairperson shall make sure that the needed quorum is present throughout the meeting.
With respect to the all the meetings that were conducted through video conferencing or other audio visual means under these rules, authorized the venue that was scheduled set forth convening the meeting in the notice, that shall be in India, shall be deemed to be the place of the meeting said and all the proceedings recordings at the meeting shall be at such place deemed to be made.
The registers statutory that are needed to be placed in the meeting of the board as per the provision of the Act shall be placed at the meeting scheduled venue and where registers such are needed to be signed by the directors, the same shall be deemed the directors signed participating through electronic mode, if they have given this effect to their consent and its is recorded so of the meeting in the minutes.
Every participant himself shall identify for the record before speaking on the agenda on any of the business item.
If a director statement in the meeting through video conferencing or other interrupted or garbled audio visual means, the Chairperson or Company secretary shall request by the Director a reiteration for the repeat.
If a objected motion to and there is essential to put it to vote, the Chairperson shall call the roll and note each director vote who shall himself identify while the vote casting.
From the meeting commencement and until such meeting conclusion no person other than the Directors, Chairperson, Company secretary, Directors and any other person who required presence by the board shall be permitted access to the place where attending the meeting by any director either physically or through video conferencing of the Board without permission.
At the end on each agenda of discussion item, the meeting chairperson shall announce the decision summary on such item taken along with the directors name if any, who dissented by majority from decision.
Every director who attended the meeting, whether personally or through videoconferencing or other audio visual means, shall confirm or give his comments in writing, about the recording accuracy of the proceedings in the draft minutes of particular meeting, within seven days or some reasonable time by the Board as may be decided, after receipt of the failing minutes draft which shall be presumed his approval.
After the meeting completion, the minutes shall be entered as specified in the minute book as indicated under 118 of the Act and by the Chairperson signed.
MATTERS NOT TO BE DEALT WITH IN A MEETING THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS [RULE 4]
The matters following shall not be dealt which held any meeting through video conferencing or other audio visual means–
The annual financial statements that were approved;
the Board’s report approval;
the prospectus approval;
the meeting of the Audit committee for accounts consideration; and
the matter approval relating to the merger, demerger, amalgamation, acquisition and takeover.
PASSING OF RESOLUTION BY CIRCULATION[SECTION 175]
RESOLUTION PASSING BY CIRCULATION BY ELECTRONIC MEANS [RULE ]
A draft resolution form may be circulated together to the directors with the papers that are important for their approval seeking, by electronic means which may include fax or E-mail.
AUDIT COMMITTEE[SECTION 177]
THE BOARD COMMITTEES[RULE 6]
The directors board of every companies that were listed and the following cases of companies shall constitute an Audit committee and a Nomination and Remuneration Committee of the Board.
all public companies with a paid up capital of rupees ten crore or more;
all public companies having one hundred crore rupees turnover or more;
all public companies, having in aggregate, outstanding loans or borrowings or exceeding five crore rupees deposits or debentures or more.
The share capital paid up or turnover or outstanding loans or borrowings or deposits or debentures as may be the case, as existing of last audited Financial statements on the date shall be taken for purpose of this rule into the account.
VIGIL MECHANISM ESTABLISHMENT:
Every listed company and belonging the companies to the following class or classes shall establish for their directors a vigil mechanism and employees to their genuine concern report or grievances–
the Companies that accept public deposits;
the Companies that have borrowed money from public financial institutions of fifty crore rupees excess.
The companies that are required to an audit committee to constitute shall oversee the vigil mechanism through the committee and if any of the committee of the members in a given case have a conflict of interest, they should recuse themselves and the others would deal on the hand with the matter on the committee.
In other companies case, the Board of Directors shall nominate a director to play the audit committee role for the purpose of vigil mechanism to whom other employees or directors may report their concern.
The vigil mechanism shall give for adequate safeguards against employees victimization and directors who avail of vigil mechanism and provide also for direct access of the Audit committee to the Chairperson or the nominated director to play the Audit committee role, as may be the case, a cases that are exceptional.
In case of frivolous companies repeated being filed by an employee or a director, the audit committee or the nominated director to play the audit committee role may take suitable action against the director concerned or employee including reprimand.
DIRECTORS BOARD, POWER OF [SECTION 179].
POWERS OF BOARD [RULE 8].
In addition to the specified powers under sub-section (3) of the section 179 of the Act, the powers following shall also be exercised by the board of directors only by means of passed resolution at the board meeting–
to make political contributions.
to appoint or key personnel managerial remove (KMP);
to take appointment(s) note or removal(s) of below one level the Key Management Personnel;
The internal auditors to appoint or secretarial auditor;
to take the disclosure note of interest of director’s and shareholding;\
to buy, investments to sell by the company (other than the investments of trade), constituting five per cent or the paid up share capital more and the investee company free reserves;
to invite or renew deposits of public or accept and matters that are related;
to review or the terms to change and conditions to change of public deposit;
to approve quarterly, half yearly and annual financial statements or as may be the case the financial statements.