BOARD MEETING THROUGH VIDEO CONFERENCING OR OTHER AUDIO VIDEO MEANS
Companies (Meetings of Board and its Powers) Rules, 2014 issued various procedure for convening and conducting the Board meetings through video conferencing or other audio-visual means. Some of the procedures are as follows: –
- Necessary arrangements to be made to avoid failure of video or audio-visual connection.
- The Chairperson/ Company secretary shall ensure that security and identification procedure is sufficient to safeguard integrity of the company.
- All the equipment and facilities are available and adequate to ensure proper flow of communication among all the participants.
- Minutes of the meeting should be prepared and all the proceedings of the meeting should be recorded and shall be kept in safe custody.
- Ensure that only concerned person is attending and having access to the proceedings of the meeting.
- If the meeting is by audio-visual means then they should ensure that participants clearly hear and see other participants. In case of differently abled, they may make request to the Board to allow a person to accompany him.
- Notice shall be given to all the directors informing the option available to them to participate through video conferencing mode or other audio-visual means along with all the necessary information required for participation.
- After receiving the notice, directors shall provide prior intimation to participate through video conferencing or other audio-visual means so that company can make proper arrangements.
- At the commencement of the meeting, a roll call shall be taken by the Chairperson where all the directors of the company participating through this mean shall give their name, place where he is participating, agenda and materials related to meeting is received and ensuring that no other person is attending the meeting.
- A director participating in a meeting through video conferencing or other audio-visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules.
- The venue given in the notice of the meeting shall be the place of convening the meeting and all the records shall be deemed to be made at that place. Further, all the statutory registers shall be placed at the venue of the meeting and all other registers which are to be signed by the directors who are participating through video conferencing/ audio-visual means shall be deemed to be signed after the consent given by the such directors
- The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio-visual means.
In addition to the above, there is Rule 4 of Companies (Meetings of Board and its Powers) Rules, 2014 which specifies the matters which are not to be dealt with in meeting through video conferencing or other audio-visual means, they are as follows: –
- the approval of the annual financial statements;
- the approval of the Board’s report;
- the approval of the prospectus;
- the Audit Committee Meetings for consideration of accounts; and
- the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
But due to COVID-19 pandemic, Government has further amended the Companies (Meetings of Board and its Powers) Rules, 2014 and called the Companies (Meetings of Board and its Powers) Amendment Rules, 2020. Following two changes made: –
i. Rule 4 re-numbered as sub-rule (1)
ii. Sub-rule (2) inserted which says:
“(2) For the period beginning from the commencement of the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 and ending on the 30th June, 2020, the meetings on matters referred to in sub-rule (1) may be held through video conferencing or other audio visual means in accordance with rule 3.”.
Base on the above, now all the matters mentioned in sub-rule (1) can also be taken up through video conferencing or audio-visual means till 30th June, 2020.
Note: I have taken reference of the Companies (Meetings of Board and its Powers) Rules, 2014 and Companies (Meetings of Board and its Powers) Amendment Rules, 2020.