Holding of Board Meetings during Covid-19 Pandemic

i.e. BM from March 24, 2020 till September 30, 2020 can be conducted with a larger gap of 180 days.

However, it is to be ensured that there are 4 meeting of board and audit committee held during the FY.

1. That the Company shall make necessary arrangements to avoid failure of video or audio visual connection;

2. That measures are taken to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures;

3. That the Company shall 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;

4. That the recording of the meeting is stored safely 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 Statutory Audit/ Secretarial Audit of that particular year;

5. That the Chairman of the meeting and each Director to ensure that no person other than the concerned director is attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means;

6. That the Chairperson 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. Provided that the persons, who are differently abled, may make request to the Board to allow a person to accompany him.

1. Chairperson to ensure that at the commencement of the meeting, a roll call shall be taken and the Director participating through video conferencing or other audio visual means shall state, for the record purpose each time his Name, location from where he/she is participating, confirming that he/she has received the Notice and Agenda along with all the relevant material for the meeting and that no one other than him/ her is in the room from where he/she is attending the meeting;

2. After the roll call, the Chairperson or the Company Secretary to inform the Board about the names of persons other than the Director, if any, who is present in the meeting at the request or with the permission of the Chairperson and confirm that the required quorum is present and then the meeting should open;

3. Chairperson shall ensure that the required quorum is present throughout the meeting;

4. Every participant shall identify himself for the record before speaking on any item of business on the agenda and if a statement of a Director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.

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

6. 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 and the minutes shall disclose the particulars of the Directors who attended the meeting through video conferencing or other audio visual means.

7. 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.

1. The Statutory registers which are required to be placed in the Board Meeting as per the provisions of the Companies Act, 2013 are required to be placed at the scheduled venue of the meeting.

2. For taking the statutory register outside the registered Office, the necessary Board approval should be taken in advance. However if the Company is keeping the Statutory registers in a single bound book, we advise to not to take such statutory register outside the registered Office and in the next Board Meeting the entry in the register can be made by the Company Secretary.

3. The Directors participating through electronic mode if they give their respective consent to sign the Statutory Register placed at the schedule venue, then the same shall be deemed to have been signed by the Directors participating through electronic mode and it is so recorded in the minutes of the meeting.

1. The draft minutes of the meeting shall be circulated among all the directors within 15 (fifteen) days from the date of the meeting either in writing or in electronic mode as may be decided by the Board.

2. That the Minutes of the meeting shall contain a fair and correct summary of the proceedings thereat. Minutes shall be evidence of the proceedings recorded therein and hence the Minutes should be proper.

3. After completion of the meeting, the Minutes of the meeting shall be entered in the minute book in 30 (thirty) days of the conclusion of the meeting, in the book kept for that purpose with their pages consecutively numbered along with the date of such entry.

4. 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 7 (seven) days or some reasonable time as decided by the Board, after receipt of the draft minutes failing which his approval shall be presumed.

5. Each page of Minute shall be initialed or signed and the last page of the Minute of the meeting shall be dated and signed by the Chairperson of the said meeting or the Chairperson of the next succeeding meeting.

6. The minute’s books of the Board and Committee meetings shall be preserved permanently and kept in the custody of the Company Secretary of the Company or any director duly authorized by the Board for the purpose and shall be kept in the Registered Office of the Company or such place as the Board may decide.