TMI Blog2018 (3) TMI 868X X X X Extracts X X X X X X X X Extracts X X X X ..... he necessary infrastructure available. The learned Judicial Member took judicial notice of the physical condition of Kaziranga National Park and found that the Company had no reason not to provide the concerned facility. NCLT came to the conclusion that the provisions of Section 173 (2) of the New Act are mandatory and the companies cannot be permitted to make any deviations therefrom. NCLT directed non-applicants before it to provide the facilities as per Section 173(2) of the New Act subject to fulfilling the requirements of Rule 3(3)(e) of the Rules. No reason to interfere with the impugned order. The impugned order must be said to be progressive in the right direction and there is no reason to interfere with the same. - Company Appe ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... that Appellants Nos. 1 and 3 are other Directors of the Company and the appellants have filed this appeal on behalf of the Company. According to the learned counsel, the appellants are aggrieved as they have apprehension that when the original Petitioner participates in the meetings through video-conferencing, it would not be possible to ensure that nobody else is present from where the Original Petitioner would be participating. According to him, the Secretarial Standards on Meetings of the Board of Directors have considered this aspect and the Secretarial Standards have prescribed that such option under the provisions of the New Act and the Rules should be resorted to only when the facilities are provided by the Company to its Directors. ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... (1) xxx xxx (2) The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means, as may be prescribed, which are capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time: Provided that the Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audio visual means. 7. The above provision is admi ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... l for the appellants that the use of the word may in the above Section 173(2) makes it clear that the provision is directory and not mandatory to be followed. We find that the word may which has been used in this sub-Section (2) of Section 173 only gives an option to the Director to choose whether he would be participating in person or the other option which he can choose is participation through video-conferencing or other audio-visual means. This word may does not give option to the company to deny this right given to the Directors for participation through video-conferencing or other audio-visual means, if they so desire. In this regard, provisions of Rule 3 are material. The relevant portions of this Rule for deciding the present ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... cipants clearly during the course of the meetings. Provided that the persons, who are differently abled, may make request to the Board to allow a person to accompany him. (3) (a) The notice of the meeting shall be sent to all the Directors in accordance with the provisions of sub-section (3) of section 173 of the Act. (b) The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio video means, and shall provide all the necessary information to enable the Directors to participate through video conferencing mode or other audio visual means. (c) A Director intending to participate through video conferencing or audio visual mean ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... quire that the company shall comply with the procedure prescribed for convening and conducting the Board meetings through video-conferencing or other audio-visual means. The Chairperson and Company Secretary, if any, have to take due and reasonable care as specified in Rule 3(2). The argument of the learned counsel for the appellant is that sub-Rule (2)(e) puts the burden on the Chairperson to ensure that no person other than the concerned Director is attending and this would not be possible for Chairperson to ensure in video-conferencing. We do not find force in the submission as Rules, read as a whole are a complete scheme. Sub-Clause (4)(d) of Rule 3 puts responsibility on the Director participating also. The Chairperson will ensure comp ..... X X X X Extracts X X X X X X X X Extracts X X X X
|
