Board Meeting Through Video Conferencing

Introduction

The term video conferencing has become prevalent conference solution in the global business world today. Regardless of where you are, it allows you to have ‘face-to-face’ interaction with any one, any time and is cost-effective.

Keeping in pace with the new technology, the Ministry of Corporate Affairs permitted companies to conduct Board Meetings through video conferencing vide its notification bearing no.28/11 dated 28.5.2011 under Companies Act, 1956. Understanding the need and growth of the Information and Communications technology (ICT),  the Central Government under the Companies Act, 2013, has made certain rules to be observed for conducting of Board Meetings through Video Conferencing and other audio visual means under Section173 and 174. The new rules notified by the Government for conducting Board Meetings through video conferencing, though covering all aspects of ‘Meetings through Video Conferencing’, lack cohesiveness.

Definition : “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 any intermediary and to participate effectively in the meeting.

A. Important points to be considered are as follows:

1. Notice of the Meeting–  At least 7 days notice for calling a Board meeting either by hand delivery (at  the Directors’  registered address) or by post or by electronic means and such a notice shall contain details regarding availability of facility of video conferencing.  Shorter notice may allowed for the business of urgent basis. Further, the act has not define the term urgent business
2. Pre-requisites for Participation through Electronic Mode
   1. A director intending to participate through video conferencing or audio visual means shall communicate his intention to the Chairperson of the company.
   2. 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.
   3. The director, who desires to participate, may intimate his intention of participation through the electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year.
   4. In the absence of any intimation as above, it shall be assumed that director shall attend the meeting in person.
3. Number of Meetings – Minimum 4 meetings in a year with not more than 120 days gap between two consecutive meetings. Meeting conducted through video conferencing will be counted for this purpose.
4. Quorum– Participation through video Conferencing shall be counted for the purpose of Quorum is the quorum unless he is to be excluded for any items of business under any provisions of the Act or the rules.
5. Place of Meeting-With respect to meeting conducted through video conferencing or other audio visual means, the venue of the meeting should be in India only. However, Physical Board Meeting can be held anywhere in the world.
6. Minutes of the Meeting
   1. At the end of the discussion on each agenda item the Chairperson shall announce the summary of the decision taken on such item along with the names of the directors  if any, who dissented from the decision taken by the majority of directors.
   2. The Minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means
   3. 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
   4. Directors to confirm the minutes with comment in writing if any, within 7 days, else their confirmation will be presumed. Thereafter, minutes to be entered in minutes book

B. Procedure for Conducting Board Meeting through Video Conferencing and Audio visual means.

Every  company shall comply with the following procedure, for convening and conducting the Board meetings through video conferencing or other audio visual means.

• To make necessary arrangements in order to avoid failure of video or audio visual connection.
• To safeguard the integrity of the meeting by ensuring sufficient security and identification procedures.
• To ensure availability of proper video conferencing or other audio visual equipment.
• To record proceedings and prepare the minutes of the meeting;
• To 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.
• 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.
• If any statement of the Director participating through Video-conferencing is interrupted, Chairman shall request for a repeat by the Director.
• To ensure that the required quorum is present throughout the meeting.
• After completion of the meeting, the minutes shall be entered in the minute book and signed by the Chairperson.

C. Roll call by the Chairperson:

• To make a roll call at the commencement of the meeting and the director’s participating through electronic mode shall state the following:
  • Name;
  • Location from where he is participating;
  • Confirmation the receipt of the agenda and relevant material facts of the meeting;
  • Confirming that no person other than him is attending or have access to the proceedings of the meeting.
• To make a roll call and record the votes in case any motion is objected to.
• To make roll call at the end of the meeting and after every break.
• To summarize  the decisions taken during the meeting on each item of agenda transacted along with the voting details, at the end of the meeting.
• To note of the vote of each director who shall identify himself while casting his vote.

D. Duties of the Participants of the Meeting:

• Every participant shall identify himself for the record before speaking on any item of business on the agenda.
• Every director who attended the meeting, whether personally or through video conferencing shall confirm or give his comments in writing, about the accuracy of recording of the proceedings 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.

Note:

• The Company shall also comply with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government, which are yet to be notified.

E. Matters that are prohibited in a Board Meeting Conducted through Video Conferencing

1. Approval of the Annual Financial Statements;
2. Approval of the Board’s report;
3. Approval of the prospectus;
4. Audit Committee Meetings for consideration of Accounts; and
5. Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

F. Advantages

1. Saves time;
2. Cost effective;
3. Environment Friendly;
4. Enhances Business Relationships;

G. Disadvantages

1. Restriction  imposes the venue to be only in India ;
2. Preservation of records;
3. Security of records;
4. Technical issues;
5. Impersonal;
6. International time zones;

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Disclaimer: The entire contents of this document have been developed on the basis of relevant information and are purely the views of the authors. Though the authors have made utmost efforts to provide authentic information however, the authors and the company expressly disclaim all and any liability to any person who has read this document, or otherwise, in respect of anything, and of consequences of anything done, or omitted to be done by any such person in reliance upon the contents of this document.