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Board Meeting through Video Conferencing Under Companies Act, 2013

Provisions under which Meeting through video conferencing is covered

As per section 174 of the Companies Act 2013 and Rule 3 and 4 of Companies (Meetings of Board and its powers) Rules, 2014, every company can hold meeting through video conferencing or other audio visual means.

Definition

"Video conferencing or other audio visual means" means audio- visual electronic communication facility employed which enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting.

Who can participate in meeting through video conferencing or other audio visual means

1. Chairperson,

2. Directors,

3. Company Secretary

And

4. Any other person whose presence is required by the Board

Matters not to be dealt with in a meeting through video conferencing or other audio visual means

1. the approval of the annual financial statements;

2. the approval of the Board’s report;

3. the approval of the prospectus;

4. the Audit Committee Meetings for consideration of financial statement including consolidated financial statement, if any, to be approved by the Board under sub-section (1) of section 134 of the Act and

5. the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover

Responsibilities of Chairperson and company secretary

The Chairperson/ Secretary shall take due and reasonable care –

1. To safeguard integrity of meeting.

2. To ensure availability of proper video conferencing or audio visual facility.

3. To record proceedings and prepare minutes of the meeting.

4. To store, safekeeping and marking recordings of the meetings before the time of completion audit of that particular year.

5. To ensure that only concerned directors are attending meeting.

6. To ensure that the required quorum is present throughout the meeting.

7. To ensure that participants are able to hear and see the other participants clearly during the course of the meeting.

8. To ensure that notice of the meeting shall be sent to all the directors in accordance with the provisions of section 173(3) of the Act.

Points to be observed before the meeting

1. Notice calling Board meeting - The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio visual means, and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio visual means.

2. Intimation by directors to participate through video conferencing - The director intending to participate through video conferencing or other audio visual means shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf. The director, who desire, to participate may intimate his intention of participation through the electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year.

3. In the absence of any intimation - it shall be assumed that the director shall attend the meeting in person.

Procedure to conduct the proceedings of meeting through video conferencing

STEP 1

1. A roll call should be taken at the commencement of the meeting by the Chairperson/ Secretary of the Company. A roll call is nothing but calling out the name of each Director, the location from where he is participating, confirming whether he has received the Agenda copy and the relevant material for the meeting and also confirming that no one other than the Director is participating or having access to the Meeting’s proceedings at the location where is presently attending.

STEP 2

1. The Chairperson /Secretary shall then read out the names of persons (other than the Directors who are present at the meeting) to assist/guide/witness the proceedings of the Meeting the Board. (A Non Director could attend at the request/permission of the Chairperson.)

STEP 3

1. The Chairperson /Secretary shall confirm that the required quorum is present throughout the meeting.

2. The statutory registers which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting.

STEP 4

1. Each item of business should be taken up one by one as per the Agenda specified in the Notice.

2. Every participant shall identify himself for the record before speaking on each item of business on the agenda.

3. If a statement of a director in the meeting is interrupted or garbled, the Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.

4. If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll that is to say that he shall first announce that he shall be doing the roll call and call out the name of each director who shall identify himself while casting his vote and the Chairperson shall then note the vote of each director.

5. The Chairperson shall then announce the summary of the decision taken on such item along with names of the directors, if any, who dissented from the decision taken by majority.

Points to be observed after conclusion of the meeting

1. After completion of the meeting, the minutes shall be entered in the minute book as specified under section 118 of the Act and signed by the Chairperson.

3. The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.

3. The draft minutes of the meeting shall be circulated among all the directors within fifteen days of the meeting either in writing or in electronic mode, which includes fax or e-mail, as may be decided by the Board.

4. Every director who attended the meeting, whether personally or through video conferencing or other audio visual means, shall confirm or give his comments in writing, about the accuracy of recording of the proceedings of that particular meeting in the draft minutes, within seven days or some reasonable time as decided by the Board, after receipt of the draft minutes failing which his approval shall be presumed.

5. Finally the minutes shall be entered in the minute book as specified under section 118 of the Act and signed by the Chairperson

Related Q & A

3
Answer

If one of the directors of a company stays overseas and normally attends meetings through video conferencing (requiremen..

ReplyViews (4498)Posted By: Deepti vohra 10 year(s) ago

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Related Sections

Section 173- Meetings of Board.

Related Notifications

Date Number Title
27 Mar 2014 G.S.R 240(E) Chapter XII - The Companies (Meetings of Board and its Powers) Rules 2014. View
14 Aug 2014 G.S.R. 590(E). Companies (Meetings of Board and its Powers) Second Amendment Rules, 2014 View

Related Circular

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In case due to technical reasons one member is disconnected during the course of meeting and wouldn’t be able to re-connect again, whether the meeting will continue or it will be adjourned?

Comment : http://imrdsoacha.gov.co/silvitra-120mg-qrms by johnansaz
Comments :   30668 View All

Whether there are possibilities of manipulation in case of meeting held through video conferencing? If yes, whether it will aid to cases of mismanagement and oppression?

Comment : In my opinion, if such manipulation affects the interest of the members or any class class of it, then yes it would definitely attracts the provisions of mismanagement and oppression. by Akansha
Comments :   1

The statutory registers shall deemed to be signed by directors attending through video conference, if they gave their consent. In such case no physical signatures will be required even at a later time also.

Comments :   0

Whether privacy of board meeting conducted through video conferencing is vulnerable or not? Director can allow other persons to hear the conversation of the meeting in disguise of video conferencing.

Comment : According to law it is strictly prohibited. by Akansha
Comments :   2 View All

Can a Director insist on participating in the Board meeting through video conferencing though the company is not willing to provide?

Comments :   0

Whether it is necessary to provide the facility of participating in board meeting through video conferencing? If yes then whether this will increase the cost of meeting or not?

Comments :   0

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