Companies Act, 2013 Procedure

Procedure for Conducting of Meeting of Board through Video Conferencing

Napur Rathore
Nupur Rathore

Published on: Sep 28, 2020

Introduction

“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.

Meeting of Board through video conferencing and other audio visual means is the one where the participation of directors in a board meeting may be either in person or through video conferencing or other audio visual means, which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings along with date and time. [Section 173(2)]

Mandatory Requirements

  1. Company shall make necessary arrangements to avoid failure of video or audio visual connection. [Rule 3(1) of the Companies (Meeting of Board and its Powers) Rules, 2014]
  2. The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care
    • to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures
    • to ensure availability of proper video conferencing or other audio visual equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorized participants at the Board meeting
    • to record proceedings and prepare the minutes of the meeting
    • 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
    • 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
    • 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. [Rule 3(2) of the Companies (Meeting of Board and its Powers) Rules, 2014]
  3. The following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means
    • the approval of the annual financial statements
    • the approval of the Board’s report
    • the approval of the prospectus
    • the Audit Committee Meetings for 2[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
    • the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. [Rule 4(1) of the Companies (Meeting of Board and its Powers) Rules, 2014]
  4. Presence of Chairperson shall be required either physically or through any other audio visual means.
  5. Minutes of the previous Board Meeting shall be presented by the Chairman either physically or electronically.

Following Procedure is to be followed

  • Calling of Board Meeting
    1. Company shall issue the Notice, Agenda and Notes to Agenda to every Director.
    2. 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.
    3. 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 sufficiently in advance so that company is able to make suitable arrangements in this behalf.
    4. Notes on items of business which are in the nature of Unpublished Price Sensitive Information may be given at a shorter period of time than stated above, with the consent of a majority of the Directors, which shall include at least one Independent Director, if any. [Clause 1.3.7 of Secretarial Standard on meetings of Board of Directors)]
  • Convening of Board Meeting
    1. Check the presence of Quorum for convening the meeting. Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business.
    2. Check the Leave of absence and the same shall be granted to a Director only when a request for such leave has been communicated to the Company Secretary or to the Chairman or to any other person authorized by the Board to issue Notice of the Meeting.
    3. The Chairman of the Company shall be the Chairman of the Board. If the company does not have a Chairman, the Directors may elect one of themselves to be the Chairman of the Board to conduct the meeting.
    4. Chairman shall take a Roll Call at the commencement of the meeting and confirm the attendance of Directors participating through video conferencing.
    5. Every director participating through video conferencing or other audio visual means shall state, for the record, the following namely
      • name
      • the location from where he is participating
      • that he has received the agenda and all the relevant material for the meeting
      • that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned above.
    6. 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.
    7. The Chairman shall record all the information in the minutes. The proceedings of such Meetings shall be recorded and stored with date and time through any electronic recording mechanism and the details of the venue, date and time shall be mentioned.
    8. Directors participating through Electronic Mode shall be deemed to have signed the attendance register, if their attendance is recorded in the attendance register and authenticated by the Company Secretary or where there is no Company Secretary, by the Chairman or by any other Director present at the Meeting, if so authorized by the Chairman and the fact of such participation is also recorded in the Minutes.
    9. Every participant shall identify himself for the record before speaking on any item of business on the agenda and 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.
    10. 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.
    11. If the Chairman is interested in an item of business, he shall entrust the conduct of the proceedings in respect of such item to any Non-Interested Director with the consent of the majority of Directors present and resume the chair after that item of business has been transacted. However, in case of a private company, the Chairman may continue to chair and participate in the Meeting after disclosure of his interest.
    12. The Chairman shall use his second or casting vote in case of equality of votes.
    13. 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
    14. Permission of Chairman shall be taken with the consent of a majority of the Directors present in the Meeting for taking up any item not included in the Agenda. The decision taken in respect of any other item shall be final only on its ratification by a majority of the Directors of the company, unless such item was approved at the Meeting itself by a majority of Directors of the company.
    15. Check that vote of thanks is given to the Chair at the conclusion of the Board Meeting.
  • Preparation and Signing of Minutes
    1. The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.
    2. 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. [Refer the Procedure for Preparation, Signing and Compilation of Minutes of Board Meeting].
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