Process for conducting of Board Meeting through video conferencing
The Companies Fresh Start Scheme. 2020 {CFSS-2020}, operationalized vide General circular no. 12/2020 dated 30.03.2020 and extended vide General Circular Number 30/2020 dated 28.09.2020 is no longer applicable on various filings under Companies Act, 2013.
Now, CFSS – 2020 has been extended till 31.03.2021 but the question is – this extended scheme is applicable to whom?
-> The Central Government in the exercise of its powers conferred under Section 460 read with Section 403 of the act has decided to introduce the scheme namely “Scheme for condonation of delay for companies restored on the register of Companies between 1st December 2020 and 31st December 2020, under section 252 of Companies act 2013″ for the purpose of condoning the delay in filing forms with the registrar, in so far as it relates to the charging of additional fees on account of delay in such filings.
Questions related to the applicability of CFSS – 2020 are:-
1.) From when this scheme shall come into effect?
-> 1st February, 2021
2.) The scheme is applicable to which companies?
-> The scheme shall be applicable in respect of companies of whom the appeal filed under section 252 of the act with the respective NCLT bench for the restoration of the name of the company was disposed of between 1st December 2020 and 31st December 2020, with an order for the restoration of the company.
3.) What will be the duration of this scheme?
-> The last date of filing of any overdue e-forms by such companies under the scheme shall be 31st March 2021.
4.) on which forms this scheme shall be applicable?
-> The scheme shall be applicable in respect of filing of all e-forms {except where any increase in authorized capital is involved (e-form SH-7) and charge related documents (e-form CHG-1, CHG-4, CHG-8, and CHG-9)} which are required to be filed with the registrar.
5.) What shall be the applicable fees on such filings?
-> Every company shall be required to pay normal filing fees under the Companies (Registration Offices and Fees) Rules, 2014 on the date of filing and no additional fees shall be payable for the forms for which this scheme is applicable.
The Complete process for conducting of Board Meeting through Other Audio Visual Means (OAVM) is prescribed under Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Secretarial Standard – 1 issued by ICSI.
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:
1. 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.
2. The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio visual means, and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio visual means.
3. A director intending to participate through video conferencing or audio visual means shall communicate his intention to the Chairperson or the company secretary of the company.
4. If the director intends to participate through video conferencing or other audio visual means, he shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf.
5. Any director who intends to participate in the meeting through electronic mode may intimate about such participation at the beginning of the calendar year and such declaration shall be valid for one year :
Provided that such declaration shall not debar him from participation in the meeting in person in which case he shall intimate the company sufficiently in advance of his intention to participate in person.
6. In the absence of any intimation under clause (c), it shall be assumed that the director shall attend the meeting in person.
Compliances Requirement to conduct meeting through video conferencing
1. Safeguard the integrity of the meeting by ensuring sufficient security and identification procedures.
2. 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.
3. To record proceedings and prepare the minutes of the meeting.
4. 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.
5. To ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing.
6. 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 Call shall 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);
2. 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 and confirm that the required quorum is complete.
3. A director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum. The 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.
5. 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.
6. 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.
7. 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:
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:
1. 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.
2. 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.
3. After completion of the meeting, the minutes shall be entered in the minute book.
4. The minutes shall be signed by the Chairman.
5. 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:
1. 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.
2. Minutes of all Meetings shall be preserved permanently.
3. 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:
1. 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.
2. 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.
3. 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
1. The approval of the annual financial statements;
2. The approval of the Board’s report;
3. The approval of the prospectus;
4. The approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
Equipment required for Video Conferencing
- High-resolution webcam.
- Computer processing.
- Network bandwidth.
- Video conferencing system.
- Video display screen.
- Video conferencing software.
- Mobile video conferencing app.
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