Board Meeting through Video Conferencing or other Audio Visual Means

17 July 2015 • Kamini Goyal

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17 July 2015 • Kamini Goyal

Updated as on 26 June 2021 

Applicable Provisions:

  • Section 173(2) of Companies Act, 2013(the Act)
  • Rule 3 of Companies (Meeting of Board and its Powers) Rules, 2014( the rules)
  • Rule 4 of Companies (Meeting of Board and its Powers) Rules, 2014 (Omitted vide Ministry of Corporate Affairs vide Notification dated 15th June, 2021)

Quick Review :-

Rule3 of the aforestated rules provides for

  1. Responsibility of Chairman and CS.
  2. Compliances during BM like notice, quorum,venue, voting etc.
  3. Post BM Compliances such as legal requirement for circulation, signing and noting of the minutes.

Rule 4 provides for

Matters not to be dealt through Video Conferencing or other Audio Visual means.

Let’s Analyze

Rule 3

1. To make arrangements To avoid failure of video or audio visual connection
2. Responsibility of  Chairman and CS to ensure a. Sufficient security and identification procedures.

b. Availability of proper Video Conferencing or other AV equipment.

c. Record the proceedings and prepare the minutes ofmeeting.

d. Mark the tape recording(s) or other e-recording mechanism as a part of records of the Company (at least before the completion of audit of that particular year).

e. No person other than the concerned Director has accessto the proceedings of the meeting.

f. Clarity to hear and see other participants.

3. Notice

Intimation by

director

a. In accordance with Section 173(3) of the Act Shall inform the Directors regarding:

  • The options available to them to participate through VC or other AV means.
  • All the necessary information to available them to participate in the meeting.

b. Intending Director shall inform his intention to Chairman or CS.

c. Prior intimation to be given sufficiently in advance.

d. Intimation to be given at the beginning of the calendaryear.

e. Intimation shall be valid for ONE calendar year.

f. In the absence of any intimation, it shall be assumedthat the Director shall attend the meeting in person.

4. Roll call by Chairperson Recording the particulars of the Directors participating through VC or AV means:

a. Name,

b. Location from where he is participating

c. That he has received agenda and all the relevantmaterial for the meeting.

d. That no one other than the concerned Director is having access to the proceedings.

5. Quorum a. Director participating in a meeting through VC shall be counted for the purpose of QUORUM, unless he is to be excluded for any item of business under any otherprovisions.

b. Ensuring that quorum is present throughout themeeting.

6. Venue a. Shall be deemed to be the Place as set forth in the Notice convening the Meeting and all therecordings shall be deemed to be made at such place.
7. Statutory Registers required to be placed at BM signing Shall be deemed to be the Place as set forth in the Notice convening the Meeting and all the recordings shall be deemed to be made at such place.
8. Compliances during the Meeting a.Identification for record before speaking on any item of agenda.

b. Request for repeat, if the statement of a Director is interrupted or garbled.

9. Voting The Chairman shall note the vote of each Director who shall identify himself while casting his vote.
10. Access to venue No person other than Chairperson, Directors, CS shall haveaccess to the place of meeting without the permission of Board
11. Summary of meeting a. The Chairperson shall announce the summary of decisions taken, along with the names of directors who dissented from the decision taken by majority.

b. Minutes shall disclose the particulars of Directors whoattended meeting through e-mode.

12. Minutes a.Draft minutes shall be circulated within 15 days

  • In writing or
  • In e-mode as may be decided by the Board.

b. Every Director shall confirm or give his comments in writing, within 7 days or some reasonable time as decided by the Board, failing which his approval shall be presumed.

c. Minutes shall be entered in minute book and signed by Chairperson specified under Section 118 of the Companies Act, 2013

Rule 4 (Omitted vide MCA notification dated 15 June 2021)

Matters not to be dealt through VC or other means:
  • The approval of annual financial statements;
  • The approval of the Board’s Report;
  • The approval of the prospectus;
  • The Audit Committee Meetings for the consideration of accounts; and
  • The approval of matters relating demerger,amalgamation, merger.acquisition and takeover.

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

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

 

 

 

 


 

7 comments

    1. Dear Sir,

      Your question is not clear. We need a clarity on what kind of meeting it is i.e. board meeting or shareholder meeting. Further, these concepts of remote voting, passing resolution by poll and video conferencing are completely different on basis of applicability and provisions under law.

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