Considering the need to take precautionary steps to overcome the outbreak of the coronavirus (Covid-19), the Government has decided to relax the requirement of holding Board meetings with physical presence of directors under section 173 (2) r/w rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 for approval of:
- Annual financial statements,
- Board’s report, etc.
Such meetings may till 30th June, 2020 be held through video conferencing or other audio visual means by duly ensuring compliance of rule 3 of the said rules.
Further the Institute of Company Secretaries of India has also issued its Guidance dated April 4, 2020 on the applicability of Secretarial Standards on board and general meetings.
COMMENT:
Mostly, listed companies might have had their last board meeting held in the month of Feb, 2020. In that case, the next meeting can be held within 180 days but before 30th June, 2020 since that is the last date of filing financial results for Q4 of FY 2019-20 for both equity and debt listed companies.
It is to be noted that the debt listed companies are required to make half-yearly intimation of financial result u/r 52 of LODR. However, where a debt-listed company is a subsidiary / joint venture or associate of an equity listed company, it needs to prepare and gets its results approved quarterly for the purpose of consolidation.
For unlisted company, the maximum time gap of 180 days is extended till all board meeting to be held before September 30, 2020.
The relaxation is only with respect to the approval of financial results of Q4 of FY 19-20 which is till June 30, 2020. There is no relaxation w.r.t the approval of financial results for Q1 of FY 20-21. Accordingly, the same will have to be held within 45 days of the end of the quarter; i.e by 14th August, 2020.
Source:
https://taxguru.in/company-law/companies-meetings-board-powers-amendment-rules-2020.html
https://taxguru.in/company-law/companies-meetings-board-powers-amendment-rules-2020.html
https://taxguru.in/sebi/sebi-relaxes-certain-listing-regulation-due-covid-19-virus.html
https://www.icsi.edu/media/webmodules/Guidance_on_applicability_of_Secretarial_Standards.pdf
https://taxguru.in/sebi/covid-19-sebi-relaxes-timeline-ncd-ncrps-cps-mds.html
Hope it will provide reference to various stakeholders for drafting of various documents required for convening Board Meeting through Video Conferencing:-
NOTICE OF BOARD MEETING THROUGH VIDEO CONFERENCING
We are pleased to inform you that meeting of the Board of Directors of ……………Limited will be held on Friday, February 8, 2013 at 2.30 p.m. at………………………………………………………… , Delhi, inter-alia, to consider and approve the Un-audited Financial Results of the Company for the year ended March, 2020.
Detailed Agenda for the said Meeting shall be sent to you separately.
VC Meeting (please include the below text in the notice)
We would like to inform you that, you may attend the Board Meeting through Video Conference by dialling/connecting to IP address: 189.18.1.123
The mode of participation may please be confirmed to the undersigned (Mobile No. …………………….., Email i.d. …………………………..). In the absence of your confirmation, it shall be presumed that you will be attending the Board Meeting physically and not through Video Conference.
Kindly make it convenient to attend the meeting.
Please advise us about your travel / accommodation requirements to enable us to make the necessary arrangements.
MINUTES OF BOARD MEETING THROUGH VIDEO CONFERENCING
MINUTES OF THE MEETING NO.5 / 2019 – 2020 OF THE BOARD OF DIRECTORS OF …………………….. HELD ON WEDNESDAY, ……………., 2020 THROUGH VIDEO CONVERENCING (VC) AT 2.00 P.M. AT BOARD ROOM …………………, ========================================================================
Present
| xxxxxx | – Executive Chairman | – through VC from Delhi |
| xxxxxx | – Group Director | – through VC from Hyderabad |
| xxxxxx | – Director | – Bangalore |
| xxxxxx | – Director | – through VC from Chennai |
| xxxxxx | – Independent Director | – through VC from Chennai |
| xxxxxx | – Independent Director | – through VC from Mumbai |
| xxxxxx | – Independent Director | – through VC from Bangalore |
| xxxxxx | – Independent Director | – through VC from New Delhi |
In attendance
Mr. xxxxxxxxxxx – Company Secretary
Mr. xxxxxxxxxxxx – CFO – CIG
Mr. xxxxxxxxxx – AGM – Corporate Secretarial
Chairman
Mr. xxxxxxxxx, Chairman occupied the Chair. He made the roll call and confirmed the participation of the Directors and attendance of the Directors during the last three meetings. Chairman confirmed the presence of the quorum and conducted the proceedings of the Meeting.
1. Leave of absence
Leave of absence was granted to Mr. xxxxx, and Mr. xxxxx, who had communicated their inability to attend the meeting.
2. Confirmation of the Minutes of the previous Board Meeting held on …r .., 2019
The minutes of the previous Board Meeting held on November …., 2019 which were earlier circulated to all the Directors, were read and confirmed.
………………………………………….( items as per the requirement)
Chairman announced the summary of the decisions taken in the meeting and that all the decisions were approved unanimously by the Directors present at the meeting. Before the conclusion of the Meeting, Chairman made the roll call at the conclusion of the meeting and ensured presence of quorum throughout the meeting.
There being no other business to transact, the Meeting concluded with a vote of thanks to the Chair.
Place: CHAIRMAN
Date:
DISCLAIMER: The article is based on the relevant provisions and as per the information existing at the time of the preparation. In no event I shall be liable for any direct and indirect result from this article. This is only a knowledge sharing initiative.
THE AUTHOR – CS Deepak Seth (Associate Partner at Helpinghands Professionals LLP) and can be reached at [email protected] or 9910248911.
Author Bio
