Meeting through electronic means

PROVISIONS UNDER WHICH MEETING THROUGH VIDEO CONFERENCING IS COVERED

i. As per Section 173 of the Companies Act, 2013 and Rules 3 & 4 of the Companies (Meetings of Board and its Powers) Rules, 2014, every Company can hold Board Meeting through Video Conferencing or other Audio Visual means.

ii. Secretarial Standard-1

DEFINITION

“Video Conferencing or other means audio visual electronic communication facility employed which enables all the persons participating in the meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting.Audio visual means”

Secretarial Standard-1:

Secretarial Standard -1 defines ‘Electronic mode in relation to meetings’ which says electronic mode means meeting through Video Conferencing and other Audio- Visual means “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 an intermediary and to participate effectively in the Meeting.

WHO CAN PARTICIPATE IN MEETING THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS

a) Chairperson
b) Directors
c) Company Secretary
d) Any other person whose presence is required by the Board.

MATTERS NOT TO BE DEALT WITHIN A MEETING THROUGH VIDEO CONFERENCING OR OTHER AUDIO VISUAL MEANS

a) the approval of the Annual Financial Statements

b) the approval of the Board Report

c) the approval of the prospectus

d) the Audit Committee meetings for consideration of Accounts

e) the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

RESPONSIBILITIES OF CHAIRPERSON AND COMPANY SECRETARY

a) To safeguard integrity of the meeting

b) To ensure availability of proper Video Conferencing or Audio Visual facilities.

c) To record proceedings and prepare minutes of the meeting.

d) To store, safekeeping and marking recordings of the meeting before the time of completion of audit of that year.

e) To ensure that only concerned directors are attending the meeting.

f) To ensure that the required quorum was present is present throughout the meeting.

g) To ensure that the notice of the meeting shall be sent to all the directors in accordance with the provisions of Section 173(3) of the Act.

POINTS TO BE OBSERVED BEFORE THE MEETING

a) Notice calling Board Meeting: Notice calling the Board meeting shall inform the Directors regarding the option available to them to participate through Video Conferencing mode or other Audio visual mode and shall provide all necessary information to enable the directors to participate through Video Conferencing or other Audio Visual means.

[ SS-1: Notice shall clearly mention the venue, whether registered office or otherwise to be the venue of the meeting and it shall be the place where all recordings of the proceedings of the meeting would be made.

Notice shall also contain the Contact number or Email address (es) of the Chairman or the Company Secretary or any other person authorized by the Board]

b) Intimation by Directors: The Director(s) intending to participate through Video Conferencing or other Audio Visual shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf. The Director, who desire to participate may intimate his intention of participation through electronic mode at the beginning of the calendar year and such declaration shall be valid for one calendar year.

c) Absence of any Intimation: In the absence of any Intimation by the Director it shall be presumed that the Director shall attend the meeting in person.

d) Quorum: Directors participating through Electronic Mode in a meeting shall be counted for the purpose of Quorum, unless they are to be excluded from any items of business under the provisions of the act  or any other law]

SS-1 RESTRICTION ON PARTICIPATION THROUGH ELECTRONIC MODE

As per SS-1, Directors shall not participate through Electronic mode in the discussion of certain restricted items, however, participation can be made if Chairman expressly permitted the same.

Restricted Items include:

1. Annual Financial Statement
2. Board’s Report
3. Prospectus
4. Matters relating to merger, amalgamation, demerger, acquisition and takeover

[Note: Participation in the meeting of Audit Committee shall not be allowed through Electronic mode for consideration of Annual Financial statement including CFS, to be approved by the Board, unless expressly permitted by the Chairman]

[Note: If the Chairman expressly permitted the Director to participate in respect of restricted item of business, then also, Director shall not be counted for the purpose of Quorum and shall not be allowed to vote on restricted item of business]

e) Attendance Register: If the Chairman or the Company Secretary make entry in the Attendance Register and Minutes of the meeting regarding the presence of Director through Electronic Mode, the attendance for that Director shall be deemed to have been marked in the Attendance Register.

The recording of Attendance of Meetings through Electronic mode shall be preserved for at least 8 financial years and may be destroyed thereafter with the permission of the Board.

PROCEDURE TO CONDUCT THE PROCEEDINGS OF MEETING THROUGH VIDEO CONFERENCING

STEP 1

A roll call should be taken at the commencement of the meeting by the Chairperson / Secretary of the Company.

(Roll Call: Roll Call basically means calling out the Name of each Director, the Location from where he is participating, confirming whether he has received the Agenda and all the relevant material for the meeting and also confirming that no one other than the concerned director is attending or have access to the proceedings of the meeting.)

STEP 2

The Chairperson / Secretary shall inform the Board about the names of the persons other than the Directors who are present for the said meeting at the request or with the permission of the Chairperson.

STEP 3

a) The Chairperson/ Secretary shall confirm that the required Quorum was present at the meeting.

b) The Statutory Registers which are required to be placed in the Board Meeting as per the provisions of the Act shall be placed at the scheduled venue of the meeting.

STEP 4

a) Each item of business shall be taken up one by one as per the Agenda specified in the Notice.

b) Every participant shall identify himself for the record before speaking on any item of business on the agenda.

c) If a statement of Director in the meeting is interrupted or garbled, the Chairperson or Company Secretary shall request for repeat or reiteration by the Director.

d) If a motion is objected to and there is a need to put it vote, the Chairperson shall call the roll and note the vote of each Director who shall identify himself while casting vote.

e) The Chairperson then announce the summary of the decision taken on such items along with name of the directors, if any, who dissented from the decision taken by the majority.

POINTS TO BE OBSERVED AFTER CONCLUSION OF THE MEETING

a) The minutes shall disclose the particulars of the directors who attended the meeting through Video Conferencing or other Audio visual mode.

b) 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 of that particular meeting in the draft minutes within 7 days or some reasonable time as decided by the Board.

c) The draft minutes shall be circulated among all the directors within 15 days of the meeting either in writing or electronic mode as may be decided by the Board.