Green Initiative in the Corporate Governance- Participation by directors in meetings of Board/ Committee of directors under the Companies Act, 1956 through electronic mode.

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....of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperless compliances by the Companies after considering sections 2, 4, 5, 13 and 81 of the Information Technology Act, 2000 for legal validity of compliances under Companies Act, 1956 through electronic mode. 2. The Ministry has been receiving representations from various Industry bodies to recognize participation by directors in meetings of Board/Committee of directors under the Companies Act, 1956 through electronic mode. 3. Section 13 of the Information Technology Act, 2000, inter alia provides time and place of dispatch of notices in electronic mode, which may be applicable for the purpose of notice period provided in the Companies Act, 19....

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....p;         (iv) to ensure that no one other than the concerned director or other authorized participants are attending the meeting through electronic mode.           (v) If a statement of a participant in the meeting via video conferencing is interrupted or garbled, the Chairman or Secretary shall request for a repeat or reiteration, and if need be, the Chairman or Secretary shall repeat what he heard the participant was saying for confirmation or correction.      5. (a) The notice of the meeting must inform directors regarding availability of participation through video conference, and provide necessary information to enable direc....

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....l call should also be made at the conclusion of the meeting or at re-commencement of the meeting after every break to ensure presence of quorum throughout the meeting. 7. The place where the Chairman or Secretary is sitting during the Board meeting shall be taken as place of meeting in terms of section 288 of the Act, and all recordings will be made at this place. The other statutory registers which are required to be placed in the Board meeting as per the provisions of the Act, shall be placed before the Chairman for compliance of the Act. The statutory registers required to be signed by the other directors shall be deemed to have been signed by directors participating through electronic mode if they have given their consent to this eff....