Participate in Board Meetings now through video conferencing

BOARD MEETINGS VIA VIDEO CONFERENCING

Board Meetings through Video Conference are now covered under Companies act, 2013:

Sections 173 and 174 of Companies Act, 2013 specifies the Board Meetings via Video Conferencing.

MODES OF PARTICIPATING IN BOARD MEETING:

1.    In Person

2.    Video Conferencing

3.    Audio visual means

           Video conferencing & Audio Visual means facilities shall be capable of recording  

           & recognizing the participation of the directors & storing the proceeding of such  

           meeting along with date and time.

WHO CAN PARTICIPATE IN MEETING THROUGH ELECTRONIC MODE:

1.    Chairperson

2.    Directors

3.    Company Secretary

4.    Any other person whose presence is required by the board.

They can participate either physically or through video conferencing without the permission of the board.

NOTICE OF THE MEETING:

1.    Company shall send the notice to all the directors before seven days of the meeting.(In case of shorter notice one independent director shall be present at the meeting)

2.    Such notice shall provide information about the option of video conferencing.

3.    A director intending to participate through video conferencing will intimate to Chairperson or Company Secretary of the Company (in the absence of any intimation, it assumed that the director shall attend the meeting in person).

RESPONSIBILTY OF CHAIRPERSON AND COMPANY SECRETARY:

1.    To safeguard integrity of meeting

2.    To ensure availability of proper video conferencing or audio visual means

3.    To record proceedings and prepare minutes of the meetings.

4.    To store, safekeeping and marking recordings of the meetings before the time of completion audit of that particular year.

5.    To ensure that only concerned directors ar3e attending meeting

6.    To ensure that the required quorum is present throughout the meeting.

PROCEDURE TO CONDUCT THE PROCEEDINGS OF THE MEETING:

1.    Inform the board the name of the person (other than directors) who are present at the meeting, at the request or with the permission of chair

2.    Confirm that the required quorum is complete.

3.    A roll call shall be taken by the chairperson:

·         At the commencement of the meeting.

·         When every director participating through video conferencing/audio visual means.

(ensure Name, the location from where Director is participating, that director has received the agenda and all the relevant material for the meeting).

IMPORTANT PROVISION:

1.    Intimation given in the beginning of calendar year to attend meeting through electronic mode shall be valid for the year.

2.    Scheduled venture of the meeting shall be specified in the notice and it shall be deemed to be place of meeting.

3.    Statutory registers required to be placed at the scheduled venue of the meeting.

4.    Registers deemed to be signed by the directors participating through electronic mode if they give their consent in this behalf.

5.    In case of interrupted or garbled statement, same shall be repeated or reiterated.

6.    Particulars of direct attended meeting through electronic mode shall be disclosed in minutes.

MATTERS NOT TO BE DEALT THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS:

1.    Approval of Annual financial statements.

2.    Approval of the Board’s report.

3.    Approval of prospectus

4.    Audit committee meeting for consideration of financial statement including consolidated financial statement, if any, to be approved by the board u/s 134(1).

5.    Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

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