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-
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.
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)-