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Board Meetings Through Video Conferencing: ICSI

FAQs on Virtual Meetings

Meetings Through Video Conferencing And Other Audiovisual Means (VC / OAVM)

With the advent of the Companies Act, 2013 (“the Act”), holding Board meetings through video conferencing or other audiovisual was permitted under the law. For the first time, the Act facilitated the concept of e-voting. The Act in itself makes no provision facilitating shareholders meetings through video conferencing and other audiovisual means. Here we discuss the provisions of law and easing measures adopted by the Ministry of Corporate Affairs in this context.

Meaning of Video Conferencing or Other Audio-Visual Means

“Video conferencing or other audiovisual means” has been defined to mean that audiovisual 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 in the meeting effectively and efficiently.

Section 173 of the Act, read with section Rules 3 & 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 lay down the legal provisions with respect to holding Board meetings through video conferencing

Section 173 sub-section (2) provides that participation of directors in a meeting of the Board may be either in person or through video conferencing or other audiovisual means, as may be prescribed, which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings along with the date and time: 

It further provides that the Central Government may, by notification, specify such matters which shall not be dealt with in a meeting through video conferencing or other audiovisual means. This section further provides that where there is quorum in a meeting through the physical presence of the directors, any other director may participate through video conferencing or other audiovisual means in such meetings on any matter specified by the Government.

Modalities of Holding of Board Meetings Through Video Conferencing

Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 deals with the procedure, for convening and conducting the Board meetings through video conferencing or other audiovisual means.

The Rule at first imposes an obligation on every Company to make necessary arrangements to avoid failure of video or audiovisual connection.

Role of the Chairperson of the meeting and Company Secretary

Sub-rule (2) provides that the Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care –

(a) to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures;

(b) to ensure availability of proper video conferencing or other audiovisual equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorized participants at the Board meeting;

(c) to record proceedings and prepare the minutes of the meeting;

(d) to store for safekeeping and marking the tape recording(s) or other electronic recording mechanisms as part of the records of the company at least before the time of completion of the audit of that particular year.

(e) to ensure that no person other than the concerned director is attending or have access to the proceedings of the meeting through video conferencing mode or other audiovisual means; and

(f) to ensure that participants attending the meeting through audiovisual 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 a request to the Board to allow a person to accompany him.

Notice of the meeting

Sub-rule (3) provides that the notice of the meeting shall be sent to all the directors in accordance with the provisions of sub-section (3) of section 173 of the Act.

The notice of the meeting shall inform the directors regarding the option available to them to participate through video conferencing mode or other audiovisual means, and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audiovisual means.

A director intending to participate through video conferencing or other audiovisual means shall communicate his intention to the Chairperson or the company secretary of the company. in such case, he shall give prior intimation to that effect sufficiently in advance so that the company is able to make suitable arrangements in this behalf.

Further, it is provided that 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 stand valid for one year. This 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.

In case there is no intimation given by the director, it shall be assumed that the director shall attend the meeting in person.

Roll Call and Quorum

Sub-rule 4 provides that the Chairperson of the meeting shall take roll call at the commencement of the meeting when every director is participating through video conferencing or other audiovisual means shall state, for the record, the following namely:-

(a) name;

(b) the location from where he is participating;

(c) that he has received the agenda and all the relevant material for the meeting; and

(d) that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned in clause (b);

Sub-rule 5 provides that 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.

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Board Meetings Through Video Conferencing: ICSI

 

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