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CS Professional · Environmental, Social and Governance (ESG) - Principles and Practice · Stakeholders Rights

Godavari Pharma Ltd has 1,200 security holders. Its Stakeholders Relationship Committee chairperson, Ms. Iyer, a non-executive director, is unable to attend the annual general meeting. The Board contravened none of the other requirements. Which course complies with Section 178 and its penalty provisions?

The chairperson should authorise another member of the committee to attend the general meeting. Section 178(7) allows a committee member authorised by the absent chairperson to attend. A company secretary or managing director attending without being an authorised committee member does not meet the requirement.

  1. AMs. Iyer authorises another member of the committee to attend the general meeting in her absenceCorrect
  2. BThe company secretary attends in place of the chairperson without any authorisation
  3. CNo one need attend since the committee reports only to the Board
  4. DThe managing director attends as the committee's representative by default

Explanation

Section 178(7) requires the chairperson of each committee, or in his absence any other member of the committee authorised by him, to attend general meetings. The substitute must therefore be a committee member authorised by the chairperson. A company secretary or managing director who is not so authorised does not satisfy the requirement.

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