Board meeting through video conferencing Sec 173 (2)

The Companies (Meetings of Board and its powers) Rules, 2014 provides that a company shall comply with the following procedure, for convening and conducting the Board meetings through video conferencing or other audio visual means.

• Every Company shall make necessary arrangements to avoid failure of video or audio visual connection.
• The Chairperson of the meeting and the company secretary shall take due and reasonable care for the conduction of valid board meeting.
• The notice of the meeting shall be sent to all the directors as per the provisions  of the act
• 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.
• 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.
• If the director intends to participate through video conferencing or other audio visual means, he shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf.
• 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
• 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.
• With respect to every meeting conducted through video conferencing or other audio visual means authorised under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting, which shall be in India, shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place.
• From the commencement of the meeting and until the conclusion of such meeting, no person other than the Chairperson, Directors, Company Secretary and any other person whose presence is required by the Board shall be allowed access to the place where any director is attending the meeting either physically or through video conferencing without the permission of the Board.
• 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.
• 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.

The following matters shall not be dealt with in any meeting held 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 accounts; and
5. The approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover