Board Meeting by Video Conferencing

Since technology has undergone certain changes in recent years and in this era of changing technology, it is not possible to stick to the old methods of doing things.

Companies Act has been amended and provision related to the participation of directors in a meeting of the Board through video conferencing or other audio visual was introduced.

The directors of the company can participate in the meeting of the Board either in person or through video conferencing or other audio visual means. But these other means should be capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time.

Matters not to be dealt through video conferencing or other audio visual means:

1. the approval of the annual financial statements
2. the approval of the Board’s report
3. the approval of the prospectus
4. the 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 Act
5. the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover

Provided that where there is quorum presence in a meeting through physical presence of directors, any other director may participate conferencing through video or other audio visual means.

For the period beginning from the commencement of the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 and ending on the 30th June, 2020, the meetings on matters referred to in sub-rule (1) may be held through video conferencing or other audio visual means in accordance with rule 3.

“Video Conferencing or other audio visual means" 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.

Procedure for convening and conducting the board meetings through video conferencing or other audio visual means:

1. In order to avoid failure of video or audio visual connection every Company shall make necessary arrangements.

2. Due and reasonable care should be taken by the Chairperson of the meeting and the company secretary, if any, to ensure the following:

• safeguard the integrity of the meeting by ensuring sufficient security and identification procedures
• 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 authorised participants at the Board meeting
• record proceedings and prepare the minutes of the meeting
• 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
• to ensure that no person other than the concerned director are attending or have access to the proceedings of the meeting through video conferencing mode or other audio visual means; and
• 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

Provided that the persons, who are differently abled, may make request to the Board to allow a person to accompany him.

3. (a) The notice of the meeting shall be sent not less than seven days before the meeting, in writing, to every director at his address registered with the company and such notice shall be sent by hand delivery or by post or by electronic means.

Provided that a meeting of the Board may be called at shorter notice to transact urgent business subject to the condition that at least one independent director, if any, shall be present at the meeting.

Provided further that in case of absence of independent directors from such a meeting of the Board, decisions taken at such a meeting shall be circulated to all the directors and shall be final only on ratification thereof by at least one independent director, if any.

(b) 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.

(c) 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.

In the absence of any communication as mentioned above, it shall be assumed that the director shall attend the meeting in person.

(d) 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.

(e) 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."

4. 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:-

• name
• the location from where he is participating
• that he has received the agenda and all the relevant material for the meeting; and
• that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location from where he is participating.

5. (a) After the roll call, the Chairperson or the Company Secretary 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.

A director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules.

(b) The Chairperson shall ensure that the required quorum is present throughout the meeting.

6. With respect to every meeting conducted through video conferencing or other audio visual means authorised under these rules, 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.

7. 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.

8. (a) Every participant shall identify himself for the record before speaking on any item of business on the agenda.

(b) If a statement of a director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.

9. 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.

10. From the commencement of the meeting and until the conclusion of such meeting, no person other than the Chairperson, Directors, Company Secretary 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.

11. (a) 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. 

(b) The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.

12. The draft minutes so recorded shall be preserved by the company till the confirmation of the draft minutes in the following manner:

• 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.
• 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, 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.
• After completion of the meeting, the minutes shall be entered in the minute book and signed by the Chairperson.