20 November 2010
Board Meetings Via Video/Tele Conference On Cards New Delhi, May 29: : The government is considering changes in the Companies Act, 1956 for allowing holding of meetings of the board of the directors and its committees through the use of video conferencing, telephone conferencing and any other communication equipment. The department of company affairs (DCA) is also looking at permitting intimation of place of such meetings, sending of notice and agenda through e-mails and having different quorum in respect of board meetings held through tele/video conferencing. Apex industry bodies like Associated Chambers of Commerce and Industry of India (Assocham) and Federation of Indian Chambers of Commerce and Industry (Ficci) have been pushing for allowing meetings of the board and its committees through the use of video/telephone conferencing. Assocham feels, “unlike section 166(2) of the Act, which specifies that annual general meeting must be held in the city/town in which registered office of the company is situated, there is no stipulation in the Act regarding the place for holding such board meetings. Thus a board meeting can be held anywhere even in a foreign country. What is important is that there must be a meeting.” “In order to put an end to the controversy whether board meeting necessitates physical presence of directors or not, section 285 can be amended,” says Assocham. Assocham has further said that in order to ensure that the presence of the directors, who are participating in the board meeting through video conferencing facility is counted, amendment is required in Section 287 also. Assocham has suggested that a new sub-section (3) can be inserted in section 287 as follows, “in case the company has provided the facility of attending board meetings through video conferencing to its directors, the directors so participating in the meeting shall also be counted for the purpose of quorum.” u The issue of board meeting notice through fax is already allowed in terms of section 610A of the Act. Thus the issue of notice through e-mail should also be permitted by amending Section 286 subject to the condition that the person sending the notice affixes his/her digital signatures, Assocham has said.
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