Board Meeting Through Video Conference

“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.

If due to any technical issue emerged during the meeting held through video-conferencing, a director chooses to participate through telephone or tele-conferencing for remaining Meeting, then such participation cannot be considered as participation of a Director through video-conferencing.[2]

Further, as per Rule 3(6) of the Companies (Meetings of Board and it’s powers) Rules, 2014, with respect to meetings conducted through video conferencing or other audio visual means, provides;

(i)  that the scheduled venue of the meeting as set forth in the notice convening the meeting, shall be deemed to be the place of the said meeting and

(ii) all recordings of the proceedings at the meeting shall be deemed to be made at such place.

In the current scenario we can show the any one of director’s residence as a meeting place and other directors are participating through video conferencing.

* In the current scenario chairman can participate in the restricted items till June 30, 2020

(ii) He/She should give prior intimation to that effect sufficiently in advance so that the company is able to make suitable arrangements in this behalf

(iii) Any director who intends to participate in the meeting through video-conferencing may intimate about such participation at the beginning of the calendar year and such declaration shall be valid for one year.

[Rule 3(3)(d) and (e) of the Companies (Meetings of Board and its Powers) Rules, 2014].

During the roll call, every Director participating through Electronic Mode should 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 (b) above.

[Rule 3(4) of the Companies (Meetings of Board and its Powers) Rules, 2014] The proceedings of such Meetings shall be recorded through any electronic recording mechanism and the details of the venue, date and time shall be mentioned.

(i) Rule 3(4) of the Companies (Meetings of Board and its Powers) Rules, 2014 provides that at 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, inter-alia, name and location from where the director is participating.

(ii) Rule 3(11)(b) of the Companies (Meetings of Board and its Powers) Rules, 2014 provides that the minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.

(iii)The draft Secretarial Standard-1 provides that the attendance register shall be deemed to have been signed by the directors participating through video conferencing, if their attendance is recorded by the chairman or the company secretary in the attendance register and the minutes of the meeting.

A Board Meeting attended by any Director, whether in person or through video conferencing or other audio visual means, shall be sufficient attendance for the purpose of section 167(1)(b) of the Act.

(ii) Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides that such sum would be as may be decided by the Board of directors which shall not exceed one lakh rupees per meeting of the Board or the committee.

(ii) In case the video recording cannot be retrieved, the chairperson and company secretary should prepare the minutes on the basis of their noting and thereafter, seek confirmation of all the directors present personally or through video conferencing.

(iii) As per rule 12(b) of the Companies (Meetings of Board and its Powers) Rules, 2014, 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.