Board Meeting through video conferencing or other audio visual means under Companies Act, 2013 and Rules made thereunder
Pursuant to Section 173 of the Companies Act, 2013 read with Rule 3 and Rule 4 of Companies (Meetings of Board and its Powers) Rules, 2014, every Company can hold a Board Meeting through video conferencing or other audio visual means. The aforesaid rules have been notified and shall come into force on the date of their publication in the Official Gazette. Procedure and other compliance matters relevant to the holding of Board Meeting through video conferencing or other audio visual means is mentioned below:
1. 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.
2. MATTERS NOT TO BE DEALT WITH IN A MEETING THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS.-
The following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means.-
(i) the approval of the annual financial statements;
(ii) the approval of the Board’s report;
(iii) the approval of the prospectus;
(iv) the Audit Committee Meetings for consideration of accounts; and
(v) the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
3. RESPONSIBILITY OF CHAIRPERSON AND COMPANY SECRETARY
The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care for following matters:
(a) to ensure sufficient security and identification procedures;
(b) to ensure availability of proper equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorised participants at the Board meeting;
(c) to record proceedings and prepare the minutes of the meeting;
(d) to store for safekeeping and marking the tape recording(s) or other electronic recording mechanism as part of the records of the company at least before the time of completion of audit of that particular year;
(e) to ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means; and
(f) to ensure that participants attending the meeting through audio visual means are able to hear and see the other participants clearly during the course of the meeting.
4. PROCEDURE
I. Notice Calling Board Meeting
The notice of the meeting shall be sent to all the directors 7 days in advance as per section 173 (3) of the Ac and the notice 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.
II. Intimation by Director to participate through video conferencing or other means
A director intending to participate through video conferencing or audio visual means shall communicate his intention to the Chairperson or the company secretary of the company and such Director 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.
III. Roll call at the meeting
At the commencement of the meeting, a roll call shall be taken by the Chairperson when every director participating through video conferencing or other audio visual means shall state, for the record, the following namely:-
(a) name;
(b) the location from where he is participating;
(c) that he has received the agenda and all the relevant material for the meeting; and
(d) that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned in clause (b);
IV. Introduction of other persons attending Meeting & confirm quorum
After the roll call, the Chairperson or the Company Secretary shall inform the Board about the names of persons other than the directors who are present for the said meeting at the request or with the permission of the Chairperson and confirm that the required quorum is complete. The Chairperson shall ensure that the required quorum is present throughout the meeting.
A director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules.
V. Placing of statutory registers
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 and where such registers are required to be signed by the directors, the same shall be deemed to have been signed by the directors participating through electronic mode, if they have given their consent to this effect and it is so recorded in the minutes of the meeting.
VI. Discussion at meeting
Every participant shall identify himself for the record before speaking on any item of business on the agenda. If a statement of a director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.
VII. Voting
If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll and note the vote of each director who shall identify himself while casting his vote.
VIII. Announcement of decisions taken
At the end of discussion on each agenda item, the Chairperson of the meeting shall 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.
IX. Minutes
The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means. 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 as may be decided by the Board. 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. 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.
From,
ACS Ami Sheth
Email: amsheth7@gmail.com
CAclubindia
