Board Meeting by Video Conference

1 May 2020 • Kavita Agrawal

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1 May 2020 • Kavita Agrawal

Updated as on 26 June 2021

Every company (except small and one-person company) is required to hold a minimum number of four meetings of its Board of Directors every year in such a manner that the maximum interval between any two consecutive meetings should not be more than 120 days. However, it may not always be possible for all the directors to meet at a particular venue for holding the meeting. To address this, the Companies Act, 2013 (“the Act”) has made provisions for allowing a director to attend the meeting through video conferencing or other audio visual means.

Section 173 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, provides the following-

  • The participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio visual means.
  • 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 such means.
  • Directors participating through video conferencing shall also be counted for the purpose of quorum.
  • The system should be capable of recording and storing the proceedings of such meetings along with date and time.
  • The Chairperson/Company Secretary shall take care for safekeeping of electronic recording (as part of the records of the company) during the particular year and shall be further maintained for subsequent eight years.

However, in cases where quorum is present through physical presence of directors in a meeting, any other director can participate through video conferencing or other audio visual means in such meeting on any matter specified above.

Omission of Rule 4 of the Companies (Meeting of Board and its Powers) Rules

Earlier as per Rule 4 of the Companies (Meeting of Board and its Powers) Rules there were certain restricted matters which were prohibited to be dealt in a meeting though video conferencing. However, to ease the difficulty in convening physical meetings post COVID-19 outbreak, MCA had allowed to deal with the restricted matters through OAVM till 30 June 21.  Such relief was granted to help the companies in ensuring that they follow social distancing norms without contravening any of the provisions of the Act and carry on their business without any procedural challenges.

In the interest of the stakeholders,

Ministry of Corporate Affairs vide Notification dated 15th June, 2021 has come up with a relaxation, in response to the interest of the stakeholders, through the Companies (Meeting of Board and its power) Amendment Rules, 2021 by omitting the provision of Rule 4 of the Companies (Meeting of Board and its Powers) Rules, 2014. As per this amendment, companies shall be allowed to discuss the following business at a Board Meeting through Video Conferencing (VC) or other audio-visual means (OAVM)-

  • Approval of the annual financial statements;
  • Approval of the Board’s report
  • Approval of the prospectus;
  • Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.
  • Audit Committee meetings for consideration of financial statement including consolidated financial statement, if any, to be approved by the Board under sub- section (1) of section 134 of the companies Act, 2013

4 comments

  1. Can a director attending the meeting through Electronic Mode demand as a right a recording of the board meeting proceedings?

    1. Dear Reader,

      The Companies Act, 2013 does not provide right to access /copy of the recording of the board meeting held electronically to any director. Thus, the company is not under an obligation of providing the copy of such recording to the Director and may withhold such recordings in order to maintain the sanctity of the meeting. However, depending upon the situation for e.g., to verify the discussions / decisions taken in the Minutes of the meeting, etc. to give his comments on the draft minutes of the Board meeting, the Director may be allowed to view the recording of the meeting. The same view has also been held by the ICSI in their FAQs published on Virtual meetings (Q-34).

  2. Can a director of the company ask the board of directors to share the video recording of the board meeting held in past/previously? Or can a director of the company ask for inspection of the video recording of the board meeting held previously?

    1. In case some of the Directors participate through Electronic Mode, the Chairman and the CS shall take due and reasonable care to safeguard the integrity of the meeting. The Secretarial Standard-1, states that- “The meeting shall be recorded and no person other than the Director concerned shall be allowed access to the recording of the meeting.” We understand that here the terms ‘director concerned’ means the director attending the meeting through video conference or other audio visual means.

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