Company Law
Kruti B. Parekh
(Querist) 02 August 2010
This query is : Resolved
section 292(1)(b) of the Companies Act, 1956 states that for issue of debentures proper BOD meeting is to be convened. However I would like to know whether we can hold BOD through video conferencing for above purpose? I want toknow whether BOD meeting through video conferencing for issue of debenturs is valid or not? can anyone please guide me?
Arul Kumar
(Expert) 02 August 2010
There is no conclusive provision exists in the Companies Act 1956 regarding BoD meeting through video conferencing, it can be challangeable.
s.subramanian
(Expert) 02 August 2010
there is no bar in the companies act prohibiting a meeting by video conferencing. it is something similar to pasing a resolution by circulation among the directors.
S. Bharath
(Expert) 02 August 2010
I doubt whether a resolution touching upon the subject matter mentioned in the query can be passed by circulation. Need to check.. Further, a meeting has to be "properly convened"; i am afraid unless the articles so permit, a meeting by video conferencing cannot be convened and even if so permitted, a meeting can be so convened only in respect of the matters for which resolution can be passed by circulation.
s.subramanian
(Expert) 02 August 2010
yes. i do agree with bharath on this point.
Pankaj Kumar
(Expert) 02 August 2010
In case the article specifically permits that the Board meeting could be convened through any means including by way of VC then it could be a valid meeting. Else the meeting through VC can be challenged later on. Currently there is no specific provision which describes the way by which the meetings can be convened. But in the Companies Bill 2009 it is proposed to incorporate specific provision of conducting meetings through VC. Hence it would be better to conduct the meeting in normal manner if it is not specifically prescribed in the Articles.
