MEETING OF BOARD THROUGH VIDEO CONFERENCING

[Mr. M. GOVINDARAJAN]

Section 173 (2) of the Companies Act, 2013 (‘Act’ for short) provides that the directors may participate in a meeting of the Board through video conferencing.  Video Conferencing means audio visual communication facility employed which enables all the persons participating in a meeting to communicate consistently with each other without an intermediary and to participate effectively in the meeting.  This procedure should be capable of recording and recognizing the participation of the Directors and of recording and storing the proceedings of such meetings along with date and time.

The proviso to Section 173 (2) provides that the Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing.  Rule 4 of Companies (Meetings of Board and its Powers) Rules, 2014 provides that the matter shall not be dealt with in any meeting held through video conferencing, unless expressly permitted by the Chairman-

• The approval of the Annual Financial Statements;
• The approval of Board’s report;
• The approval of prospectus;
• The Audit Committee meetings for consolidation of Financial statement including consolidated Financial Statement, if any, to be approved by the Board under Section 143 (1) of the Act; and
• The approval of the matter relating to the amalgamations, merger, demerger, acquisition and takeover.

Procedure for conducting Video conference

Before meeting

The following procedure is to be followed before meeting:

• A meeting of the Board shall be called by giving not less than 7 days notice in writing to every director at his address registered with the company.   Such notice shall be sent by hand delivery or by post or by electronic mode;
• A meeting of the Board may be called at a shorter notice to transact urgent business subject to the condition that at least one independent director shall be present at the meeting;
• The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode and shall provide all necessary information to enable the directors to participate through video conferencing;
• A director, who wants to participate the meeting through video conferencing, shall give prior intimation that effect sufficiently in advance so that the company is able to make suitable arrangements in this behalf;
• The director shall communicate his intention to the Chairperson or the Company Secretary ;
• The director, who desires to participate through video conferencing, may at the beginning of the calendar year give option, which shall be valid for one year;

At the meeting

Prior arrangement

• Every company shall make necessary arrangements to avoid failure of video;
• The Chairperson of the meeting and the Company Secretary, if any, shall take the reasonable care-

• to safeguard the integrity of the meeting by ensuring sufficient security and identification procedure;
• to ensure availability of proper video conferencing for providing transmission of the communications for effective participation of the directors and other authorized participants at the Board meeting;
• to record proceedings and prepare the minutes of the Board;
• to store for safe keeping and marking the tape recording or other electronic recording mechanism as part of the records of the company at least before the completion of audit of that particular year;
• to ensure that no person other than the concerned director are attending or have access to the proceeding of the meeting through video conferencing mode; and
• to ensure that participants attending the meeting through video conferencing are able to  hear and see the other participants clearly during the course of meeting.

At the commencement of the meeting

• A roll call shall be taken by the Chairperson when every director participating through video conferencing shall state for the record-

• Name;
• The location from where he is participating;
• That he has received the agenda and all the relevant materials 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 indicated.

• The Chairperson or the Company Secretary shall inform the Board about the details of the directors participating through video conferencing;
• He 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;

During the meeting

• With reference to every meeting conducted through video conferencing the scheduled venue of the meeting and such registers are required to be signed by the Directors the same shall be deemed to be the place of the said meeting and all recordings of the proceedings made at the meeting shall be deemed to be made at such meeting;
• Every participant shall identify himself for the record before speaking of any item of business of the agenda;
• If a statement of a director in the meeting through video conferencing is interrupted or carbled, the Chairperson or Company Secretary shall request for a repeat or reiteration of the Director;
• If there is a need to vote each director shall identify himself while casting the vote;
• 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 allowed, shall be allowed to access through video conferencing without the permission of the Board;
• At the end of discussion of each agenda, the Chairperson shall announce the summary of the decision taken on such item along with the names of Directors, if any, who dissented from the decision taken by the majority;
• The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing.

After the meeting

• The draft minutes of the meeting shall be circulated among all the directors within 15 days of the meeting either in writing or in electronic mode as may be decided by the Board;
• Every director who attended the meeting shall confirm or give his comments in writing about the accuracy of the proceeding within seven days or some reasonable time as decided by the Board.