ACS Divesh Goyal

CS Divesh GoyalProvisions under the Companies Act, 2013:

As stated in Section 173(2) of Companies Act, 2013 read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means as may be prescribed, 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.

The Complete process for conducting of Board Meeting through video conferencing is prescribed under Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Secretarial Standard – 1.

Meaning of “video conferencing or other audio visual 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.

Notice of Board Meeting:

The notice of the meeting shall be sent to all the directors in accordance with the provisions of sub-section (3) of section 173 of the Act as discussed below:

I. The notice of the meeting shall inform the Directors regarding the option available to them to participate through video conferencing mode.

II. The notice shall also contain all the necessary information to enable the directors to participate through video conferencing mode. Like: contact no. or e-mail address of the Chairman or any other person authorized by the Board, to whom the Director shall confirm in this regard.

III. Notice shall seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting.

IV. Director who intends to participate through video conferencing shall give prior intimation to Chairman of the Company (In the absence of intimation it shall be assumed that Director will attend in person).

V. Notice shall clearly mention the venue of the Meeting and it shall be the place where all the recordings of the proceedings at the Meeting would be made.

Duties of the Chairman of the Meeting:

I. Safeguard the integrity of the meeting by ensuring sufficient security and identification procedures.

II. 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.

III. To record proceedings and prepare the minutes of the meeting.

IV. 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.

V. To ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing.

VI. 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.

Conducting of Meeting

1. At the commencement of the meeting, a Roll Callshall be taken by the Chairperson when every director participating through video conferencing or other audio visual means shall 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 (Like: Draft Resolutions, Notes to Agenda etc) 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 clause (b);

II. After the roll call, the Chairperson 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 andconfirm that the required quorum is complete.

III. A director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum.

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

V. Every participant shall identify himself for the record before speaking on any item of business on the agenda.

VI. If a statement of a director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson shall request for a repeat or reiteration by the Director.

VII. 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.

VIII. 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.

Minutes of the Board Meeting:

1. The minutes shall disclose the followings:

I. The particulars of the directors who attended the meeting through video conferencing or other audio visual means.

II. The location from where and the Agenda items in which he participated

Compliance after conclusion of Board Meeting:

I. The draft minutes of the meeting shall be circulated among all the directors within fifteen days of the meeting either in writing or in electronic mode as may be decided by the Board.

II. Every director who attended the meeting, through video Conferencing 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.

III. After completion of the meeting, the minutes shall be entered in the minute book.

IV. The minutes shall be signed by the Chairman.

V. The attendance register shall be deemed to have been signed by the Directors participating through Electronic Mode, if their attendance is recorded by the Chairman or the Company Secretary in the Attendance Register and the Minutes of the Meeting.

Preservations of Records:

I. The recording of attendance of Meetings through Electronic Mode shall be preserved for a period of at least eight financial years and may be destroyed thereafter with the approval of the Board.

II. Minutes of all Meetings shall be preserved permanently.

III. Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved in good order in physical for as long as they remain current or for eight financial years, whichever is later and may be destroyed thereafter with the approval of the Board

Other Conditions:

I. 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 all recordings of the proceedings at the meeting shall be deemed to be made at such place.

II. The statutory registers which are required to be placed in the Board meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting and where such registers are required to be signed by the directors, the same shall be deemed to have been signed by the directors participating through electronic mode, if they have given their consent to this effect and it is so recorded in the minutes of the meeting.

III. From the commencement of the meeting and until the conclusion of such meeting, no person other than the Chairperson, Directors 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.

Matters which cannot be transacted through Video Conferencing

i. The approval of the annual financial statements;

ii. The approval of the Board’s report;

iii. The approval of the prospectus;

iv. The approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover

(Author can be reached at csdiveshgoyal@gmail.com )

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