Foreign Director's Absence with leave of absence

[ARTHI .]

Dear Friends / Experts,

 

Query

 

Can someone please clarify whether the non-compliance of the following nature
will lead to vacation of office?

‘if a Director (who is a Foreign National resides in his home country) of a small company has not attended even one meeting in a period of 12 months’

 

Your reply, please..............

 

Please advise any 'permissible way' to avoid such non-compliances in future periods.

Your reply, please..............

Thanks in advance for possible replies from all concerned.

[Sonia Yadav]

Hi,

If he has attended even one meeting through Video Conference in a Year, then vacation of Office will not apply.

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From: ARTHI . <arthi1...@gmail.com>
To: ARTHI <arthi1...@gmail.com>
Sent: Thursday, December 24, 2015 8:54 PM
Subject: [CSMysore] Foreign Director's Absence with leave of absence

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[R V Seckar]

Hello,

 

As per section 167 of CA 2013, a director vacates his office  (b) he absents himself from all the meetings of the Board of Directors held during a period of twelve months with or without seeking leave of absence of the Board;

 

 Directors should attend at-least one board meeting in person during a year (January to December )

As per the MCA Circular  No 17/95/2011-CLV  (General Circular No 28 /2011),the clause 4 (b) states that every director of the company must attend the meeting of the board / committee of directors personally at least one meeting a financial year of the company.

Section 167(1)(b) of the Companies Act 2013 states that if a director fails to attend one board meeting personally during a year , then , he deems to have vacated his office  i.e Vacation of Director Office.

Thus , under section 167, attendance in person is essential for retaining the directorship. Even if a director attends all the four meeting in a year through video conference , he will be deemed to have vacated the office as he has failed to attend one  board meeting in person.

 

The CA 2013 is rigorous about personal attendance and not accepting the attendance through video-conference .

 

Regards

 

 

 

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R.V.Seckar

Mobile- 09848915177

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[santhosh kumar]

Agreed with  Seckar sir

reagrds

santhosh

CS.M.Santhoshkumar
"From the man who always has a Good heart ! "

ॐ सर्वे भवन्तु सुखिनः

 

 

[manav harivyasi]

Good evening All,
If a director is attending meetings through video conferencing then the provisions of section 167 shall not get  attracted, the circular reference as given in the trailing mail is not relevant as the same was issued at the time when erstwhile act was in force
Many of the companies now a days have promoter directors who are of foreign resident and they do attend the meetings through v.c., the concept of resident director as given u/s 149 (1) is introduced because of the same reasons only.
I also want to bring into your kind attention faq no. 47 of the Icsi
The same is as follows:

47. When a foreign director joins the meeting by audio/video
conference, (where he is counted for the purpose of quorum u/s 174),
is it sufficient to say that foreign director was not absent u/s 167(1) (b)
even if he does not physically attend even a single Board meeting in a
period of 12 months?

Answer:
The requirement of section 167(1)(b) is only for attendance of a Director in the Board Meeting himself; however this section doesn’t deal or regulate the
manner of attending the Board Meeting. Therefore, the Board Meeting
attended by any Director, whether in person or through video conferencing or
other audio visual means, shall be sufficient attendance for the purpose of
section 167(1)(b).

However, the Other members view are solicitated in the above matter...

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[Bharti Ahuja]

agree with Manav.

Best Regards,

Bharti Ahuja

[Sonia Yadav]

I completely agree with Mr. Manav, that was my view point as well and this question is itself clarified by ICSI, Hence there should be no doubt.

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From: manav harivyasi <manav.har...@gmail.com>
To: ourc...@googlegroups.com
Cc: cschennai <csch...@googlegroups.com>; nriprofe...@googlegroups.com; charteredsecretaries <CharteredS...@yahoogroups.co.in>; kanp...@yahoogroups.com; company-secretary-vacancies <company-secre...@googlegroups.com>; CSMysore <csmy...@googlegroups.com>
Sent: Monday, December 28, 2015 5:03 PM
Subject: Re: {ourCAgang} Re: [CSMysore] Foreign Director's Absence with leave of absence