CS S. Dhanapal
In general parlance, meeting refers to formal or informal deliberative assembly of individuals called to debate certain issues and problems, and to take decisions. Formal meetings are held at definite times, at a definite place, and usually for a definite duration to follow an agreed upon agenda. Meeting can be understood as a meeting of minds, rather than a physical gathering of individuals at a common place, to discuss a common issue. With the advancement in technology, it is now possible to hold meetings virtually also i.e. through means of audio-video conferencing. This mode of conducting meetings has been given due recognition under the Companies Act 2013.
In the present article we have highlighted the provisions of Companies Act, 2013, along with the prescription contained in the draft rules, relating to holding of board meetings through video conferencing.
BOARD MEETINGS THROUGH VIDEO CONFERENCING
REQUIREMENTS AND PROCEDURE
The requirements listed below are in addition to the requirements specified under the Act, read with rules, for conducting normal board meetings.
Matters which cannot be dealt through video conferencing
General Rules regarding quorum, venue and participation
- Every director has to attend atleast one Board Meeting in a financial year by participating in person, physically.
- Participation through video-conferencing will be counted for the purpose of quorum.
- Venue specified in notice shall be taken as the venue of the meeting and all requisite registers to be kept at the venue as stated herein before.
- Registers required to be signed by directors shall be deemed to have been signed by directors who are participating through electronic means once they give their consent and same is recorded in the minutes.
- No person other than directors, Company Secretary, Chairperson and persons whose presence is required pursuant to a legal provision shall be allowed access to the place where any director is attending the meeting either physically or through video conferencing.
Requirements regarding notice
- Notice to contain details regarding availability of facility of video conferencing.
Duties of Directors
- Director to intimate, in writing, to Chairperson/CS regarding his intention to participate through video conferencing, atleast 3 days in advance (unless waived by Chairperson), else he will be taken as participating in person.
- At the beginning of the meeting, all directors participating through video conferencing to state on record – their name, location, confirmation regarding clarity in hearing/seeing other participants, confirmation regarding receipt of agenda of meeting and confirmation that no one other than the concerned director is attending or having access to the proceedings of the meeting at their location.
- To identify themselves before speaking on any agenda.
- To identify themselves before casting their vote on any motion which is objected to.
- To confirm the draft minutes within 7 days of circulation.
Role of Chairperson/Company Secretary
Functions to be discharged by Chairman
- To make roll call at the beginning of the meeting
- To make a roll call and record the votes in case any motion is objected to.
- To make roll call at the end of the meeting and after every break.
- To summarise the decisions taken during the meeting on each item of agenda transacted along with the voting details, at the end of the meeting.
Functions to be discharged by Company Secretary
- To maintain record of requests received from directors regarding their intention to participate through video conferencing.
Functions to be discharged either by Chairperson or Company Secretary
- After roll call, to call out the name of persons who are attending meeting through permission of Chairperson and confirm regarding presence of quorum.
- To state the identity of speaker of agenda, if the speaker fails to do so.
- To request for repetition, if statement of speaker is not clear.
Requirements regarding minutes and secretarial records
- Video recording of the part of the meeting where chairperson summarises the decisions taken at the meeting shall form part of the secretarial records and be preserved by the company.
- Minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.
- The draft minutes of the meeting shall be circulated among all the directors within 7 days of the meeting either in writing or in electronic mode as may be decided by the Board.
- Directors to confirm the minutes within 7 days, else their confirmation will be presumed.
- Thereafter, minutes to be entered in minutes book.
(Written by S.Dhanapal, Senior Partner, S Dhanapal & Associates, A firm of Practising Company Secretaries, Chennai.)
