Standard procedures For the Chairman ,Format of Minutes and Notices of Board Meetings Through Video Conferencing (VC) and OAVM-Post Pandemic COVID 19
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The Ministry of Corporate Affairs (MCA) relaxing the mandatory requirement to approve certain matters/ transactions referred under Section 179 read with Rule 8 of the Companies (Meeting of Board and its Powers) Rules, 2014 in the physically convened Board Meeting and allowed Electronic meeting convened through video conferencing or other audio visual means in accordance with Rule 3 of the Companies Meetings of the Board and its Powers 2014, for the period beginning from 19th March 2020 and ending on the 30th June,2020.
Post Covid-19 in India, MCA may revisit and review such restriction and provide freedom to the majority Board Members and independent Director to decide on such issues.
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Few important matters need to be ensured before the meeting of the Board of Director or its Committee is convened by way of Electronic Mode.
1. That meaning of “Video conferencing or other audio visual means” is given in the Rule of the Companies (Meetings of Board and its Powers) Rules, 2014.
2. That the Company shall provide all the necessary information to enable the Directors to participate through E-Mode.
3. That the Company shall make necessary arrangements to avoid failure of video or audio visual connection.
4. That measures are taken to safeguard the integrity of the meeting by ensuring sufficient procedures that the Company shall ensure availability of proper equipment for effective participation of the directors and other authorised participants at the Board meeting.
5. That the recording of the meeting is stored safely and present at the time of completion of Statutory Audit/ Secretarial Audit of that particular year.
6. That the Minutes shall be evidence of the proceedings recorded therein and hence the Minutes should be proper.
7. 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 Electronic Mode .
8. The persons, who are differently abled, may make request to the Board to allow a person to accompany him.
9. Chairperson to ensure that at the commencement of the meeting, a roll call shall be taken and the Director participating through electronic mode for the record purpose confirming that he/she has received the Notice and Agenda along with all the relevant material for the meeting .
10. After the roll call, the Chairperson or the Company Secretary to inform the Board about the names of persons other than the Director.
11. Chairperson shall ensure that the required quorum is present throughout the meeting.
12. The scheduled venue of the meeting as mentioned in the Notice convening the meeting is deemed to be the place of the meeting.
13. 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.
14. For taking the Statutory Register outside the Registered Office, the necessary Board approval should be taken in advance. However if Statutory Registers in a single bound book, entry in the Register can be made by the Company Secretary.
15. If the Directors participating give their respective consent to sign the Register placed at the schedule venue, then the same shall be deemed to have been signed by the Directors participating .
16. Every participant shall identify himself for the record before speaking on any item of business on the agenda &If audio visual means is interrupted or garbled, the Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.
17. 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.
18. From the commencement of the meeting and until the conclusion of such meeting, only Chairperson, Directors, Company Secretary and any other person whose presence is required by the Board shall be allowed access to the place.
19. 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 E-Mode.
20. 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.
21. 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 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.
22. After completion of the meeting, the Minutes of the meeting shall be entered in the minute book in thirty days of the conclusion of the meeting.
23. 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.
24. The minute’s books of the Board and Committee meetings shall be preserved permanently as per the rules prescribed for this purpose and duly authorized by the Board.
Format of Minutes of Board Meeting through VC:-
Minutes of the _________ Meeting of the Board of Directors of __________ PRIVATE LIMITED held on _________day, _________ 2020 through video conferencing at _____________________ at 11.00 a.m.
PRESENT:
Mr. ___________ Personally Present
Mr. ____________ Present through VC from _______
Mr. ____________ Present through VC from _______
APPOINTMENT OF CHAIRMAN:
With the consent of members present, Mr. ____________ was appointed as Chairman of the Meeting.
LEAVE OF ABSENCE
No Leave of Absence was granted as all the Directors were present at the meeting.
CONFIRMATION BY DIRECTORS
All the Directors who had attended the Meeting through VC confirmed their names, and location from where they were attending Meeting and ensure smooth e-communication and no outsider other than the concerned Director of the Company had attended the Meeting.
In attendance
Mr. ____________ Present through VC from _______
Mr. ____________ Present through VC from _______
Chairman confirmed that the required quorum is present and started the proceedings of the Meeting.
APPROVAL OF MINUTES OF PREVIOUS BOARD MEETING:
Minutes of the previous Board Meeting were read, confirmed and signed by the Chairman.
CONFIRMATION OF MODE OF ATTENDANCE OF DIRECTORS AT LAST THREE BOARD MEETINGS:
The Chairman confirmed the mode of attendance of the Directors in person or VC for the last three Board Meetings as follows.
| Sr. No. | Name of Director | __ Dec 2019 | ____ Sept 2019 | ____ June 2019 |
| 1 | Mr.___________ | Attended in person | Attended through VC from ________ | Attended in person |
| 2 | Mr.___________ | Attended in person | Attended through VC from ________ | Attended in person |
| 3 | Mr._____________
|
Attended in person | Attended through VC from ________ | Attended in person |
GENERAL AFFAIRS OF THE COMPANY:
Chairman again conducted roll call of the Directors it was confirmed by all Directors who had attended the Meeting through VC facility that they were present throughout the Meeting.
The Board discussed the activities of the Company in general and reviewed the performance of the Company.
NEXT AGENDA__________________
Chairman again conducted roll call of the Directors and it was confirmed by all Directors who had attended the Meeting through Video Conferencing facility that they were present throughout the Meeting.
The following resolution was proposed to the Board.
Paste the Resolution
After due deliberation and discussion the aforesaid Resolution was put to vote. On show of hands the Chairman declared that the same is passed unanimously/ with majority.
Mr._______________ voted against the resolution.
CONFIRMATION BY THE DIRECTORS WHO HAD PARTICIPATED THROUGH VC FACILITY
Chairman had confirmed presence of all Directors who were present at the venue of the meeting physically, were present throughout the meeting.
VOTE OF THANKS:
The meeting ended with a vote of thanks to the chair.
DATE:
PLACE:
CHAIRMAN
B. FORMAT OF Notice for Board Meeting through VC
On letterhead of the Company
___________, 2020
To,
Board of Directors,
__________________PRIVATE LIMITED
Address :
Dear Sir,
Notice: – Meeting of the Board of Directors
NOTICE is hereby given to inform you that the Meeting of the Board of Directors of the Company is scheduled to be held at _________________( Venue) on ______ day ,______ 2020 at ________am/ p.m. to discuss the business as per agenda enclosed herewith.
Kindly take note that arrangement is made for participation of Board members electronically through VC facility.
We shall forward you necessary information to enable you to access the facility of VC for participation in the meeting on the day of meeting
You are requested to confirm whether you will be attending the meeting physically or through electronic mode ( through VC ) and the confirmation of the same should be conveyed through e-mail at ______________ or on cell phone number of the Chairman / _________________ at _________________ on or before close of business hours on ___________, 2020 ( 2 day prior to Meeting date).
You are requested to make it convenient to attend the same.
Thanking you,
Sincerely,
For _________________ PRIVATE LIMITED
MANAGING DIRECTOR
DIN :
ADDRESS :
C. Standard Procedure for Chairman to Conduct Board Meeting through VC
Procedure for conducting the Board Meeting (BM) on _____________ of ________________________PRIVATE LIMITED
BY MR. ________________
| Sr.No | Particular of activity | Person responsible |
| 1. | The Chairman of the Company presides over the meeting if not then the first motion will be to appoint Chairman of the meeting
The Directors present at the meeting to elect one amongst them to be Chairman of the Meeting. |
Directors present at the BM |
| 2. | Chairman to preside the meeting .
He will welcome the Board members at the Board Meeting of the Company “I welcome the members at the Board Meeting of the Company” Mr. ________________ & ______________ who are unable to attend this meeting due to their prior commitments have conveyed their apologies. Chairman to inform the Board that the facility of attending the BM through VC is provided to the Directors, who are unable to attend the meeting personally. Chairman to confirm with the Directors who are participating through VC that meeting and e-Communication is smooth and without any disturbance. Chairman to further request all the Directors participating through VC to state the following details for the record purpose: 1. Name 2. Location from where they are participating, 3.Confirm that they have received the agenda and all the relevant material for the meeting. 4. And that no other person other than the concerned Director/Members is attending or having access to the proceedings of the meeting at the location from where they are participating. |
Chairman |
| 3. | Chairman declares that the requisite quorum is present and hence he declares meeting as Open.
Chairman of the meeting is present at the venue of the Board Meeting and placed before the Board the Attendance Register and requested Mr. ___________________ & Mr.___________, who are participating through VC facility, to allow and give consent to the Chairman to mark their presence in the Attendance Register on their behalf. “Since the quorum is present, the meeting is declared as open and in order” |
Chairman |
| 4. | To request the Board to allow him to start the proceedings
“I request Board members to take up the resolutions as per Notice of Board Meeting and start the proceedings.” |
Chairman |
| 5. | Chairman states that in view of the provisions contained in the Companies Act, 2013 and the Secretarial Standard 1 on Board Meetings, the format of conducting the meeting shall be as under:
|
Chairman |
| 6. | Chairman informed that the Minutes of the previous Meeting held on ______________2020 be noted and signed by him as Chairman. | Chairman |
| 7. | Chairman to note the Circular Resolution No. __________for FY 2019-20 passed by the Board of Directors on ________________ 2020 are placed before the Board for noting.
He requested the Board to take the following circular resolutions passed on record. Circular Resolution No. _______/2019-20 |
Chairman |
| 8. | Chairman to call out the Roll, of the Directors who are participating through VC facility to ascertain that they are present.
I invite attention of the Board members towards Agenda item no. 1.1 As the requisite quorum is physically present in the Board meeting or through video conferencing facility or other audio visual means , Chairman to place before the Board ___________________________ proposal for the consideration and approval of the Board. Chairman put the following resolution for voting: PASTE THE RESOLUTION After deliberation of the agenda item in length by the Board Members , The Chairman to call roll and ask the Board Members to vote FOR or AGAINST the aforesaid resolution by show of hands. ( Voting to be done by each Board Member) Chairman to count the vote and after the voting is over I announced that the resolution is passed unanimously/ not passed / or passed with majority and noted _______ voted against the Resolution |
Chairman |
| 9. | Chairman to call out the Roll, of the Directors who are participating through VC facility to ascertain that they are present.
I invite attention of the Board members towards Agenda item no_____ As the requisite quorum is physically present in the Board meeting or through VC facility or other audio visual means, Chairman place before Board ____proposal for the consideration and approval of the Board. Chairman put the following resolution for voting: PASTE THE RESOLUTION After deliberation of the agenda item in length by the Board Members , The Chairman to call roll and ask the Board Members to vote FOR or AGAINST the aforesaid resolution by show of hands. ( Voting to be done by each Board Member) Chairman to count the vote and after the voting is over I announced that the resolution is passed unanimously/ not passed / or passed with majority and noted _______ voted against the Resolution |
Chairman |
| 10. | Repeat the steps no 8 or 9 as above for all agenda items | Chairman |
| 11. | Chairman to thank all Directors for their attending the meeting and participation.
A vote of thanks to be proposed by any other Director to the Chairman. I propose vote of thanks to the Chair. Chairman declared the meeting as concluded. |
Chairman |
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