Board Meeting through Video Conferencing

To manage the business of the company, the directors need to conduct a meeting for the members of the board. This meeting requires all the directors, chairman and other members to be present either physically or through video conferencing.

Can Board meeting be held through video conferencing?

Every company registered needs to hold a board meeting for its member to discuss the functioning of the company. To ease the process, govt. By sec 173 of the companies act, eased the members of the board to join the meeting through video conferencing or any other audio-visual means under certain clauses.

Clauses for holding a meeting through video conference

  1. There should be proper recording and recognition of all the members present in the meeting.
  2. The proceedings should be properly secured along with date and time.
  3. The minimum quorum is either 1/3 of the total members of the company or minimum of two directors ( whichever is higher)
  4. Every member should be able to hear and see other people.

Obligations on the director if attending the meeting through video conferencing

  1. The director needs to brief about his participation through electronic media at the beginning of the calendar year which shall be valid for an entire year.
  2. The director needs to inform the chairperson or company secretary in advance; if he fails then it would be assumed that his presence would be in person
  3. The director needs to inform the company in advance to make proper arrangements for the meeting.
  4. The director has to declare that no other person has access to the proceeding of the meeting.

What are the responsibilities of the chairperson and company secretary?

  1. They need to safeguard the integrity of the meeting
  2. Assure whether the proper facility is available to conduct the meeting
  3. Record proceedings and proper minutes of the meeting
  4. To make sure only the concerned director is present
  5. Ensure that the required quorum is available.

Who can all participate in the board meeting through audiovisual means?

  1. Chairperson
  2. Director
  3. Company secretary
  4. Any other person who is required by the Board.

Complete process to carry a meeting through video conferencing

  1. Notice of Board Meeting

In the provision of sub-sec (3) of sec 173 of Companies Act, a notice of the meeting is sent to all the directors, seven days in advance. The notice shall inform the directors about the options available to them to join the meeting. The notice contains necessary information and seeks advance confirmation from the director regarding his participation. It will also mention the specific date, time and venue for the meeting.

  1. Roll Call

At the commencement of the meeting, a roll call is taken by the chairperson or company secretary, where every director attending the video conferencing shall state

  • Their Name
  • Their location
  • Whether they have received the agenda of the meeting
  • Moreover, no other person is present or have access to the proceedings of the meeting.

Next, the chairperson company secretary calls out the names of the members present and makes sure that the quorum is present and the required statutory registers are present in the meeting. Also to make sure to mark the attendance and the minutes of meeting in the register of all the members present through a video call

  1. Transaction

During the meeting following things should be taken into consideration by the chairperson

  • The business is carried as per the agenda mentioned in the notice.
  • Every member present should identify themselves before going on record
  • If the statement of any director is interrupted, then he shall ask the director to repeat themselves.
  • If voting is involved, then he would first call out the name of each director, who will identify themselves before casting their vote.
  • He will then announce the summary of the decision taken during the meeting, and take names of the members who were in disagreement.

Matters not to be discussed in the meeting during video conferencing

  1. Approval of annual financial statements.
  2. Approval of the board’s report
  3. Approval of prospectus
  4. Matters related to amalgamation, merger, demerger, takeover or any acquisition.
Note: If there is a quorum present physically in the meeting, then the above matters can be discussed

Post meeting compliances

  1. The minutes of the meetings to be entered in the book, signed by the Chairperson who will enclose the particulars of the directors who attended the meeting. These minutes of meetings need to be preserved permanently
  2. The draft minutes have to be circulated among all the directors within 15 days.
  3. Approval from all the directors present in the meeting is required in writing regarding the accuracy of the recordings of the proceedings within seven days or the time prescribed by the board.
  4. All the recordings, office copies of the agenda and other related papers need to be preserved for eight financial years and can be destroyed after that only by the consent of the board.

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