All about Board Meeting by Video Conference with Format of Minutes/Resolution/Notice/Agenda

Article explains Meeting of Board/Committee by Video Conference Facility and Matters cannot be Approved by way of Circular Resolution by the Board of Directors (Relaxation Currently Given). It also provides Format of Minutes of Board Meeting through Video Conferencing, Format Of Notice for Board Meeting through Video Conferencing with Agenda and Standard Procedure for chairman to conduct Board Meeting through Video Conferencing.

April 10, 2020—Amidst Pandemic COVID-19 and Nationwide Locked out

1. Company is Legal Entity acting through its Board Company is a Legal Entity and it acts through its Board or Shareholders. Section 179 of the Companies Act, 2013 (“the Act”) empowers Board to exercise all such powers and to do all such acts and things as the company is authorized to exercise. However, the Board is subject to the provisions contained in the Act or in the Memorandum & Articles of Association of thecompany.

2. How to get the approval of the Board or its Committee The approval of Board of Directors or its Committee and modes of obtaining such approval is one of the most critical aspects of corporate compliance management. The Board can approve any transaction in democratic way with proper voting and making note of assent or dissent of any director in the Minutes of the meeting of the Board or its Committee like Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee or Corporate Social Responsibility Committee.

The Board or its Committee may decide on any matter either of the following ways

a. By convening physical meeting or meeting through Video Conferencing or Audio Visual means; or

b. By circulating the Resolution with agenda and necessary documents by circulation and request for signing each Resolution as VOTED FOR or VOTED AGAINST.

Generally, the resolution was proposed to be passed when there is urgency or sometimes the resolution by circulation is preferred to avoid the procedural requirements of convening the physical Board Meeting.

3. What is the Cardinal Rule of approval of matters by the Board The Cardinal Rule to have the meeting of the Board/ it’s Committee to discuss the mattersrelated to the Company,is a properly convened and constituted meeting,where Board Members are physically present to discuss, deliberate and review documents/ papers/ reports/ certificates etc before taking any decision. The Director of a company need to act in good faith and in the best interests of the Company, its employees, the shareholders, the community and for the protection of environment and he need to exercise his duties with due and reasonable care, skill and diligence and with independent judgment.

The Companies Act, 2013 cast more responsibilities on the Director and he is held liable for any act of omission or commission by a company which had occurred with his knowledge, attributable through Board processes, and with his consent or connivance or where he had not acted diligently. Hence the participation of Director should be meaningful to save him from any liability. Hence for exercising the duty of Director diligently it’s preferred as a Rule to have the Board Meeting with physical presence of Board Members, however in case of emergency or urgency of situation or circumstance, the Board sometimes approve matters through Circular Resolution or through video conferencing facilities or audio visual means.

4. What is “Circular Resolution” Section 175 of the Act relates to “passing of resolution by circulation”. It is an alternative method of obtaining the approval of the Board of Directors for any transaction. Section 175 of the Act creates an exception to the general rule that the Board of Directors of the company shall exercise their powers collectively by means of resolution passed at its meeting.

In case 1/3^rd or more of the total number of Directors of the company for the time being require, that any resolution under circulation must be decided at a meeting of the Board, then in that case the Chairperson need to put the resolution to be decided at a meeting of the Board and cannot be approved by circulation.

Where ever any resolution to be approved by Circulation, it has to be circulated in draft, together with the necessary papers, if any, to all the directors, or members of the committee, as the case may be, at their addresses registered with the company in India by hand delivery or by post or by courier, or through e-mail or fax and has been approved by a majority of the directors or members, who are entitled to vote on the resolution. Once the resolution is so approved it shall be deemed to have been duly passed by the Board or by a committee thereof by circulation.

A resolution as approved by Circulation shall be noted at a subsequent meeting of the Board or the committee thereof, as the case may be, and made part of the minutes of such meeting.

5. List of certain matters not to be dealt through circulating the Resolution Section 179(3) of the Companies Act, 2013 read with the Companies (Meeting of Board and its Power), Rules 2014 provides that certain decisions to be taken by the Board of Directors in its meeting only and not by way of Circulation.

Sr No.	Sections/Rule of the Companies (Meeting of Board and its Power),Rules 2014	Matters not to be dealt through circulation and need to be dealt with in the Board Meeting only
1.	Section 179 (3) (a)	to make calls on shareholders in respect of money unpaid on their shares
2.	Section 179 (3) (b)	to authorize buy-back of securities under section 68
3.	Section 179 (3) (c)	to issue securities, including debentures, whether in or outside India
4.	Section 179 (3) (d)	to borrow monies
5.	Section 179 (3) (e)	to invest the funds of the company.
6.	Section 179 (3) (f)	to grant loans or give guarantee or provide security in respect of loans
7.	Section 179 (3) (g)	to approve financial statement and the Board’s report
8.	Section 179 (3) (h)	to diversify the business of the company
9.	Section 179 (3) (i)	to approve amalgamation, merger or reconstruction
10.	Section 179 (3) (j)	to take over a company or acquire a controlling or substantial stake in another company
11.	Rule 8 (1)	to make political contributions
12.	Rule 8 (2)	to appoint or remove key managerial personnel (KMP)
13.	Rule 8 (4)	to appoint internal auditors and secretarial auditor

6. Illustrative list of items of business which shall not be passed by circulation and shall be placed before the Board at its Meeting as per Secretarial Standard-1: Secretarial Standard bifurcated the list of transactions which are already given under the Companies Act, 2013 and rules made there under in four buckets (a) General ( b) Specific (c) Corporate Action and (d) for listed companies .

General Business Items as per SS_1

Sr No.	Sections/Provisions	Matters not to be dealt through circulation and need to be dealt with in the Board Meeting only
1.	Regulation 17 (7) of SEBI LODR	Noting of Minutes of Meetings of Audit Committee and other Committees
2.	Covered above undersection Section 179 (3) (g)	Approving financial statements and the Board’s Report
3.	Section 204 PCS Report	Considering the Compliance Certificate to ensure compliance with the provisions of all the laws applicable to the company.
4.	Section 204 PCS Report	Specifying list of laws applicable specifically to the company
5.	Rule 8 (4) the Companies (Meeting of Board and its Power) Rule, 2014	Appointment of Secretarial Auditors and Internal Auditors

Specific Items as per SS-1

Sr No.	Sections/Provisions	Matters not to be dealt through circulation and need to be dealt with in the Board Meeting only
1.	Section 179 (3) (d)	Borrowing money otherwise than by issue of debentures
2.	Section 179 (3) (e)	Investing the funds of the company.
3.	Section 186 (5) and Section 179 (3) (f)	Granting loans or giving guarantee or providing security in respect of loans
4.	Section 182 (1) read with Rule 8 (1) of the Companies (Meeting of Board and its Power), 2014	Making political contributions.
5.	Section 179 (3) (a)	Making calls on shareholders in respect of money unpaid on their shares.
6.	Section 161 (4)	If the office of any Director appointed by the Company in General Meeting is vacated before his/her term of office expires in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the Articles of Association of the company, be filled by the Board of Directors at a meeting of the Board
7.	Section 188(1)	Approval of Related Party Transactions , which are not in the Ordinary Course of Business or which are not on an Arm’s Length basis
8.	Section 196 (4)	Appointment and approval of payable to Managing Director / Whole Time Director of Manager
9.	Rule 8 (2) of the Companies (Meeting of Board and its Power)	Appointment or Removal of Key Managerial Personnel
10.	Section 196/ 197	Appointment of a person as a Managing Director / Manager in more than one company.
11.	Section 180	Sale of Subsidiaries( Section 180 is exempt to Private Limited Company as per Notification dated 5th June, 2015. However as per SS-1 this matter need to be discussed in the meeting )
12.	Ind AS 38	Purchase and Sale of material tangible/intangible assets not in the ordinary course of business
13.	NIL	Approve payment to Director for loss of office.
14.	Section 149 read with Schedule IV of the Companies Act 2013	Items arising out of separate Meeting of the Independent Directors if so decided by the Independent Directors

For Certain Corporate Actions as per SS-1

Sr No.	Sections/Provisions	Matters not to be dealt through circulation and need to be dealt with in the Board Meeting only
1.	Section 68 and Section 179 (3) (b)	Authorise Buy-Back of securities
2.	Section 179 (3) (c)	Issue of securities, including debentures, whether in or outside India.
3.	Section 179 (3) (i)	Approving amalgamation, merger or reconstruction
4.	Section 179 (3) (h)	Diversify the business
5.	Section 179 (3) (j)	Takeover another company or acquiring controlling or substantial stake in another company.

For listed companies as per SS-1

This list actually indicates minimum information to be placed before the Board of Directors under Regulation 17 (7) of Schedule II (Corporate Governance) under SEBI (LODR) 2015. However as per SS-1 this is required to be passed in the meeting and not by circulation.

1. Approving Annual operating plans and budgets.

2. Capital budgets and any updates.

3. Information on remuneration of Key Managerial Personnel.

4. Show cause, demand, prosecution notices and penalty notices which are materially important.

5. Fatal or serious accidents, dangerous occurrences, any material effluent or pollution problems.

6. Any material default in financial obligations to and by the company, or substantial non-payment for goods sold by the company.

7. Any issue, which involves possible public or product liability claims of substantial nature, including any judgement or order which, may have passed strictures on the conduct of the company or taken an adverse view regarding another enterprise that can have negative implications on the company.

8. Details of any joint venture or collaboration agreement.

9. Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.

10. Significant labour problems and their proposed solutions. Any significant development in Human Resources/ Industrial Relations front like signing of wage agreement, implementation of Voluntary Retirement Scheme etc.

11. Quarterly details of foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movement, if material.

12. Non-compliance of any regulatory, statutory or listing requirements and shareholder services such as non-payment of dividend, delay in share transfer etc.

7. Relaxation given during Pandemic of COVID-19 with Nationwide Locked out vide Notification of The Ministry of Corporate Affairs (MCA) dated 19^th March 2020

The Ministry of Corporate Affairs (MCA) had issued a Notification dated 19^th March, 2020 relaxing the mandatory requirement to approve certain matters/ transactions referred under Section 179 read with Rule 8 of the Companies (Meeting of Board and its Powers) Rules, 2014 in the physically convened Board Meeting and allowed to have the same dealt in the Board Meeting convened through video conferencing or other audio visual means in accordance with Rule 3 of the Companies (Meeting of Board and its Powers) Rules, 2014, for the period beginning from 19^th March 2020 and ending on the 30th June,2020.

In a study it’s found that in many western developed countries there are no restriction for dealing with any matter through electronic means. Post Covid-19 even in India, MCA may revisit and review such restriction and provide freedom to the majority Board Members and independent Director to decide on such issues.

8. Few important matters need to be ensured by Secretarial Department, when the meeting of the Board of Director or its Committee is convened by way of Audio Visual means or through Video Conferencing facility.

1. That meaning of “video conferencing or other audio visual means” is given in the Rule of the Companies (Meetings of Board and its Powers) Rules, 2014 which 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. That the Notice convening the meeting shall specify clearly regarding the option available to the Directors 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. That the Company shall make necessary arrangements to avoid failure of video or audio visual connection.

4. That measures are taken to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures;

5. That the Company shall 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 authorised participants at the Board meeting

6. That the recording of the meeting is stored safely 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 Statutory Audit/ Secretarial Audit of that particular year.

7. That the Minutes of the meeting shall contain a fair and correct summary of the proceedings thereat. Minutes shall be evidence of the proceedings recorded therein and hence the Minutes should be proper.

8. That the Chairman of the meeting and each Director to ensure that no person other than the concerned director is attendingor have access to the proceedings of the meeting through video conferencing mode or other audio visual means; and

9. That the Chairperson 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. Provided that the persons, who are differently abled, may make request to the Board to allow a person to accompany him.

10. Chairperson to ensure that at the commencement of the meeting, a roll call shall be taken and the Director participating through video conferencing or other audio visual means shall state, for the record purpose each time his Name, location from where he/she is participating, confirming that he/she has received the Notice and Agenda along with all the relevant material for the meeting and that no one other than him/ her is in the room from where he/she is attending the meeting.

11. After the roll call, the Chairperson or the Company Secretary to inform the Board about the names of persons other than the Director, if any, who is present in the meeting at the request or with the permission of the Chairperson and confirm that the required quorum is present and then the meting should open.

12. Chairperson shall ensure that the required quorum is present throughout the meeting.

13. The scheduled venue of the meeting as mentioned in the Notice convening the meeting is deemed to be the place of the meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such venue.

14. The Statutory Registers which are required to be placed in the Board Meeting as per the provisions of the Companies Act, 2013 are required to be placed at the scheduled venue of the meeting.

15. For taking the Statutory Register outside the Registered Office, the necessary Board approval should be taken in advance. However if the Company is keeping the Statutory Registers in a single bound book, we advise to not to take such Statutory Register outside the Registered Office and in the next Board Meeting the entry in the Register can be made by the Company Secretary.

16. The Directors participating through electronic mode if they give their respective consent to sign the Statutory Register placed at the schedule venue, then the same shall be deemed to have been signed by the Directors participating through electronic mode and it is so recorded in the minutes of the meeting.

17. 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.

18. 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.

19. 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.

20. 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 and the minutes shall disclose the particulars of the Directors who attended the meeting through video conferencing or other audio visual means.

21. The draft minutes of the meeting shall be circulated among all the directors within 15 (fifteen) days from the date of the meeting either in writing or in electronic mode as may be decided by the Board.

22. 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 7 (seven) days or some reasonable time as decided by the Board, after receipt of the draft minutes failing which his approval shall be presumed.

23. After completion of the meeting, the Minutes of the meeting shall be entered in the minute book in 30 (thirty) days of the conclusion of the meeting, in the book kept for that purpose with their pages consecutively numbered along with the date of such entry.

24. Each page of Minute shall be initialed or signed and the last page of the Minute of the meeting shall be dated and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting.

25. The minute’s books of the Board and Committee meetings shall be preserved permanently and kept in the custody of the Company Secretary of the Company or any director duly authorized by the Board for the purpose and shall be kept in the Registered Office of the Company or such place as the Board may decide.

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A. Format of Minutes of Board Meeting through Video Conferencing

Minutes of the _________ Meeting of the Board of Directors of __________ PRIVATE LIMITED held on _________day, _________ 2014 through video conferencingat _____________________ at 11.00 a.m.

PRESENT:

Mr. ___________ Personally Present

Mr. ____________ Present through Video Conference from _______

Mr. ____________ Present through Video Conference from _______

APPOINTMENT OF CHAIRMAN:

With the consent of members present, Mr. ____________ was appointed as Chairman of the Meeting.

LEAVE OF ABSENCE

No Leave of Absence was granted as all the Directors were present at the meeting.

CONFIRMATION BY DIRECTORS

All the Directors who had attended the Meeting through Video conferencing confirmed their names, and location from where they were attending Meeting. They also confirmed that they are able to see and hear the other participants of the Meeting.It was also confirmed that no other person other than the concerned Director of the Company had attended the Meeting.

In attendance

Mr. ____________ Present through Video Conference from _______

Mr. ____________ Present through Video Conference from _______

Chairman confirmed that the required quorum is present and started the proceedings of the Meeting.

1.1 APPROVAL OF MINUTES OF PREVIOUS BOARD MEETING:

Minutes of the previous Board Meeting were read, confirmed and signed by the Chairman.

1.2 CONFIRMATION OF MODE OF ATTENDANCE OF DIRECTORS AT LAST THREE BOARD MEETINGS:

The Chairman confirmed the mode of attendance of the Directors for the last three Board Meetings as follows.

Sr. No.	Name of Director	____ December 2019	____ September 2019	____ June 2019
1	Mr.___________	Attended in person	Attended through Video Conferencing from ________	Attended in person
2	Mr.___________	Attended in person	Attended through Video Conferencing from ________	Attended in person
3	Mr._____________	Attended in person	Attended through Video Conferencing from ________	Attended in person

1.3 GENERAL AFFAIRS OF THE COMPANY:

Chairman again conducted roll call of the Directors it was confirmed by all Directors who had attended the Meeting through Video Conferencing facility that they were present throughout the Meeting.

The Board discussed the activities of the Company in general and reviewed the performance of the Company.

1.4 NEXT AGENDA__________________

Chairman again conducted roll call of the Directors and it was confirmed by all Directors who had attended the Meeting through Video Conferencing facility that they were present throughout the Meeting.

The following resolution was proposed to the Board.

Paste the Resolution

After due deliberation and discussion the aforesaid Resolution was put to vote. On show of hands the Chairman declared that the same is passed unanimously/ with majority.

Mr._______________ voted against the resolution.

1.5 NEXT AGENDA___________________

Chairman again conducted roll call of the Directors and it was confirmed by all Directors who had attended the Meeting through Video Conferencing facility that they were present throughout the Meeting.

The following resolution was proposed to the Board.

Paste the Resolution

After due deliberation and discussion the aforesaid Resolution was put to vote. On show of hands the Chairman declared that the same is passed unanimously/with majority.

Mr._______________ voted against the resolution .

1.6 CONFIRMATION BY THE DIRECTORS WHO HAD PARTICIPATED THROUGH VIDEO CONFERENCE FACILITY

Chairman had confirmed presence of all Directors who were present at the venue of the meeting physically, were present through out the meeting.

VOTE OF THANKS:

The meeting ended with a vote of thanks to the chair.

DATE:

PLACE: Mumbai

CHAIRMAN

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B. FORMAT OF Notice for Board Meeting through Video Conferencing with Agenda

On letterhead of the Company

___________, 2020

To,

Board of Directors,

__________________PRIVATE LIMITED

Address :

Dear Sir,

Notice: – Meeting of the Board of Directors

NOTICE is hereby given to inform you that the Meeting of the Board of Directors of the Company is scheduled to be held at ______________________________ ( Venue) on ______ day ,______ 2020 at ________am/ p.m. to discuss the business as per agenda enclosed herewith.

Kindly take note that arrangement is made for participation of Board members electronically through video – conferencing facility.

We shall forward you necessary information to enable you to access the facility of video conferencing for participation in the meeting on the day of meeting

Or

Please find herewith necessary details to access the facility of video conferencing for participating in the meeting.

You are requested to confirm whether you will be attending the meeting physically or through electronic mode ( through Video Conferencing ) and the confirmation of the same should be conveyed through e-mail at ______________ or on cell phone number of the Chairman / _________________ at _________________ on or before close of business hours on ___________, 2020 ( 2 day prior to Meeting date).

You are requested to make it convenient to attend the same.

Thanking you,

Sincerely,

For _________________ PRIVATE LIMITED

MANAGING DIRECTOR

DIN :

ADDRESS :

Encl: Agenda for the meeting

CC :

On letterhead of the Company

AGENDA FOR THE MEETING OF THE BOARD OF DIRECTORS ( ELECTRONIC BOARD MEETING) OF _________________________PRIVATE LIMITED TO BE HELD AT ___________________________________________________AT ______ AM / PM ON ________DAY, ______________________2020

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1. To appoint the Chairman of the meeting;

2. To have a Roll Call for every director and secretary confirming their participation through electronic mode and confirm the presence of quorum to start the meeting.

3. To grant leave of absence, if any, who would be unable to attend the meeting;

4. To confirm the minutes of the previous Board Meeting

5. To consider matters arising out of decisions taken in the previous board meeting;

6. To ratify and take on record resolution passed by cercular resolution.

7. To take on record Form MBP-1, being disclosure given by Directors about their interest and concern in other Companies, firms etc.;

8. To take on record Form DIR 8 given by Directors;

9. To consider Related Party Transaction proposed to be entered in FY 2020-21;

10. To review the general business affairs of the Company

11. To take up any other matter with the permission of the chair and majority of Board members present in the meeting

12. To have a Roll Call confirming presence of Directors throughout the meeting

For ___________________ PRIVATE LIMITED

MANAGING DIRECTOR

DIN :

ADDRESS :

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C. Standard Procedure for chairman to conduct Board Meeting through Video Conferencing

Procedure for conducting the Board Meeting (BM) on _____________ of ________________________PRIVATE LIMITED

BY MR. ________________

Sr.No	Particular of activity	Person responsible
1.	The Chairman of the Company presides over the meeting if not then the first motion will be to appoint Chairman of the meeting The Directors present at the meeting to elect one amongst them to be Chairman of the Meeting.	Directors present at the BM
2.	Chairman to preside the meeting . He will welcome the Board members at the Board Meeting of the Company “I welcome the members at the Board Meeting of the Company” Mr. ________________ & ______________ who are unable to attend this meeting due to their prior commitments have conveyed their apologies. Chairman to inform the Board that the facility of attending the BM through video conferencing is provided to the Directors, who are unable to attend the meeting personally. Chairman to confirm with the Directors who are participating through Video Conferencing that they are able to hear and see the other participants clearly throughout the course of the Meeting and incase they were unable to see or hear then they are requested to mention it immediately so as to ensure that the meeting is conducted properly. Chairman to further request all the Directors participating through Video Conferencing to state the following details for the record purpose: 1. Name 2. Location from where they are participating, 3.Confirm that they have received the agenda and all the relevant material for the meeting. 4. And that no other person other than the concerned Director/Members is attending or having access to the proceedings of the meeting at the location from where they are participating.	Chairman
3.	Chairman declares that the requisite quorum is present and hence he declares meeting as Open. Chairman of the meeting is present at the venue of the Board Meeting and placed before the Board the Attendance Register and requested Mr. ___________________ & Mr.___________, who are participating through video conference facility, to allow and give consent to the Chairman to mark their presence in the Attendance Register on their behalf. “Since the quorum is present, the meeting is declared as open and in order”	Chairman
4.	To request the Board to allow him to start the proceedings “I request Board members to take up the resolutions as per Notice of Board Meeting and start the proceedings.”	Chairman
5.	Chairman states that in view of the provisions contained in the Companies Act, 2013 and the Secretarial Standard 1 on Board Meetings, the format of conducting the meeting shall be as under: I shall take up the business as per the Notice of the meeting. All the items will be placed before the Members one after another. Each agenda item shall be put before the Board. Thereafter an opportunity shall be provided to the Board to offer comments in relation to any agenda item.	Chairman
6.	Chairman informed that the Minutes of the previous Meeting held on ______________2020 be noted and signed by him as Chairman.	Chairman
7.	Chairman to note the Circular Resolution No. __________for FY 2019-20 passed by the Board of Directors on ________________ 2020 are placed before the Board for noting. He requested the Board to take the following circular resolutions passed on record. Circular Resolution No. _______/2019-20	Chairman
8.	Chairman to call out the Roll, of the Directors who are participating through Video Conference facility to ascertain that they are present. I invite attention of the Board members towards Agenda item no. 1.1 As the requisite quorum is physically present in the Board meeting or through video conferencing facility or other audio visual means , Chairman to place before the Board ___________________________ proposal for the consideration and approval of the Board. Chairman put the following resolution for voting: PASTE THE RESOLUTION After deliberation of the agenda item in length by the Board Members , The Chairman to call roll and ask the Board Members to vote FOR or AGAINST the aforesaid resolution by show of hands. ( Voting to be done by each Board Member) Chairman to count the vote and after the voting is over I announced that the resolution is passed unanimously/ not passed / or passed with majority and noted _______ voted against the Resolution	Chairman
9.	Chairman to call out the Roll, of the Directors who are participating through Video Conference facility to ascertain that they are present. I invite attention of the Board members towards Agenda item no 1.2 As the requisite quorum is physically present in the Board meeting or through video conferencing facility or other audio visual means, Chairman place before Board ___________________________ proposal for the consideration and approval of the Board. Chairman put the following resolution for voting: PASTE THE RESOLUTION After deliberation of the agenda item in length by the Board Members , The Chairman to call roll and ask the Board Members to vote FOR or AGAINST the aforesaid resolution by show of hands. ( Voting to be done by each Board Member) Chairman to count the vote and after the voting is over I announced that the resolution is passed unanimously/ not passed / or passed with majority and noted _______ voted against the Resolution	Chairman
10.	Repeat the steps no 8 or 9 as above for all agenda items	Chairman
11.	Chairman to thank all Directors for their attending the meting and participation . A vote of thanks to be proposed by any other Director to the Chairman. I propose vote of thanks to the Chair. Chairman declared the meeting as concluded.	Chairman

Disclaimer This legal update is not intended to be a form of solicitation or advertising. The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate thereafter. No person should act on such information without appropriate professional advice based on the circumstances of a particular situation. This update is intended for knowledge sharing only.

(Article is Authored by Anu Priya & Amita Desai who are associated with Amita Desai & Co. Company Secretaries and can be reached at Email: [email protected] and [email protected])