12 January 2015
Clause 49 says about holding seperate meeting of Independent Directors. Please any one elaborate the procedure for the same. Who shall convene the meeting and send the notices to the IDs. how the outcome of the meeting be recorded. Whether the outcome will be taken on record by the other board of directors? Please provide the solution for the above questions.
14 January 2015
There is no specific procedure prescribed for conducting separate meeting of ID.
According to my view,
1. "Committee of ID" can be set up of ID so desire
1. ID themselves decide date, time & place of the meeting.
2. They can authorize any one ID to sign and issue notice. According to my view, The Chairman would need to organize the meeting without the usual help of the CS because meeting is held to Review the performance of non-independent directors and the Board as a whole,without the attendance of non-independent directors and members of management. Hence to maintain secreacy , CS should not be assigned the role of issuing notice and agenda of the meeting due to confidential matters . The decision whether the CS should participate in such meeting is dependent on facts and circumstances. However, the Chairman of such committee should be ably assisted and to that extent he needs support from someone who is in the know of things about the company.
The question whether the minutes have to be circulated & recorded depends on the issue discussed. Naturally, if some fraud like event has taken place, the sensitivity of the matter should be judged and the Chairman of the ID Committee can handover the minutes to the Managing Director or Chairman of the Board with proper safeguards. The discussion can remain confidential till the minutes are okayed but once the minutes are signed, then at some stage or other they will have to come out for implementation of decisions. At that stage, it has to be opened.
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