Company is an Artificial Person created by Law. Company is run by Board of Directors. Board of Directors is appointed by Shareholders of the company. Major decisions for the benefit of company are taken by Board of Directors on behalf of shareholders in the best interest of the company and for enhancing shareholders value. The decisions of Board of Directors of company after their approval are translated into resolutions of the company. Resolutions pave way for smooth conduct of business of the company.
To take decisions and passing of resolutions by Board of Directors, the Directors need to meet personally at the registered office or other place as agreed by Directors. The Board of Directors need to meet every three months and minimum four board meetings should be held in every year.
Video conferencing mode of holding board meeting online is a modern technological gift to companies for conducting board meetings virtually. Virual Board meetings save valuable time, money of Directors. The Directors can focus more on agenda items of board meetings properly and take sound decisions. In present COVID-19 and Pandemic Situation, Video conferencing/Virtual Board Meetings is a boon to corporate and Directors.
Some of the provisions of the Companies Act, 2013 with respect to holding Board Meeting through Video Conferencing are discussed as follows:
1) Full Name of Director and his DIN Number
2) Location from where he is speaking
3) Declaration from Director orally that he received Notice and Agenda of Board Meeting
4) Oral declaration that in Video Conferencing mode and room of board Meeting, no other person is present.
5) Attendance of Directors is ascertained during this roll call and shall be considered as a Quorum for Board Meeting.
6) All safety measures including confidentiality of meeting and protection of call data at the board meeting be the top priority of management of company including Company Secretary.
In case passing a Resolution is objected, and there is a need to put it to vote, the chairperson will record the votes of every director who is participating, including the director who attends the meeting through video conferencing. Finally, the Resolution shall be passed on the decision of the majority once the chairperson makes a note of each vote by the director.
Whenever a discussion is completed on an agenda item, the chairperson will declare the summary of the decision made on such an item. The name of the directors shall also be announced who dissented from the decision of the majority. Based upon decisions made and resolutions passed, the company secretary shall prepare minutes of Board meeting held through video conferencing.
(a) Approval of the annual financial statement;
(b) Approval of the Board’s report;
(c) Approval of the prospectus;
(d) Audit Committee meetings for consideration of financial statement including consolidated financial statement if any, to be approved by the board under Section 134(1) of the Act; and
(e) Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
However, in light of the Covid-19 pandemic, the Ministry of Corporate Affairs, by way of the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 dated March 19, 2020, inserted the sub-rule (2) to Rule 4 stating that the matters listed above could also be held via video conferencing and other audio visual means until June 30, 2020, which was later extended to September 30, 20200. On December 30, 2020, another amendment notification was issued by the Government of India through the Ministry of Corporate Affairs which extended this date to June 30, 2021. It seems that in view of Current Pandemic situation, Board meetings through Video Conferencing mode shall be a normal mode of holding Board meetings/Annual General meetings.
Disclaimer: The Views expressed in this Article are based upon prevailing facts and Law to date and views expressed are purely personal in nature. Readers are advised to seek expert opinion before arriving at a decision. You may reach me at email@example.com.