Board Meeting through Video Conferencing

Ashish M. Shaji

11 Dec, 2020

In the world of globalization where India is one of the most lucrative places for investing and doing business, video conferencing has become a preferable mode of communication, and thus, Board Meetings are now being conducted electronically through video conferencing. In this article we shall discuss the provisions related to it.

What is Video Conferencing?

Video conferencing or other audio visual means 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 effectively in the meeting.

Directors intending to participate through video must intimate the Chairperson or the Company Secretary at the beginning of the calendar year. Once the intimation has been provided, the declaration would be valid for one year. In the absence of any suggestion, it would be assumed by the company that the director would attend the board meeting in person.

Who can participate in the board meeting through video conferencing?

The following person can participate:

• Chairperson;
• Directors;
• Company Secretary;
• Any other individual whose presence is necessary as per Board.

Notice of the Board Meeting

The following points may be noted regarding notice of the meeting:

• If the Board meeting is being conducted through video conference facility then, the notice of the meeting sent to all the directors shall inform the Directors regarding the services and procedure available for participating through video conferencing mode.
• The notice shall contain all the required information like contact number, e-mail id, IP address, etc. to enable the directors to participate through video conferencing mode and the Director shall confirm his participation in the meeting to the Chairperson or any other person authorized by the Board.

• The notice shall seek advance confirmation from the Directors as to whether they will participate in Electronic Mode in the Meeting.
• Director shall give prior intimation to the Chairman or the Company Secretary about his intention to participate through video conferencing.
• The notice shall mention the venue of the Meeting, IP address and other details for recording the proceedings of the Meeting.

Duties of the Chairman or the Company Secretary at the Meeting

The duties of the chairman or the CS at the meeting shall be to:

• Safeguard the integrity of the meeting by ensuring sufficient security and identification procedures.

• Ensure availability of proper video conferencing or other audio visual equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorized participants at the Board meeting.
• To record proceedings and prepare the minutes of the meeting.
• To store for safekeeping and marking the tape recording(s) or another electronic reporting mechanism as part of the records of the company before the time of completion of the audit of that particular year.
• Ensure that no person other than the concerned director is attending or have access to the proceedings of the meeting through video conferencing.
• To ensure that participants attending the meeting through audiovisual means can hear and see the other members clearly during the meeting.

Conducting Board Meeting through Video Conferencing

On the commencement of the Meeting, the Chairperson^[1] should take the roll call and every Director participating in the Board Meeting through video conference must state the following:

• Name;
• Location from where the director is attending;
• The director has received the agenda and all the relevant material for the meeting;
• That no one other than the concerned director is attending or having access to the proceedings of the meeting at the location from where the director is participating.

After the roll call, the Chairperson or the Company Secretary shall confirm that the required quorum is present at the meeting and shall ensure that the required quorum is present throughout the meeting.

The directors participating in a meeting through video conferencing shall be counted for a quorum. At the end of discussion on each agenda item, the Chairperson of the meeting shall announce the summary of the decision taken on such item along with names of the directors, if any, who dissented from the decision taken by majority.

Minutes of the Board Meeting

• The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing.
• The location from where the director participated in the meeting through video conferencing.
• The agenda items in which the director participated through video conferencing.
• On completion of the Board Meeting, minutes should be drafted and sent to all the Directors within 15 days.
• After the circulation of draft minutes, directors who attended the meeting, personally or through video conferencing should confirm or comment in writing about the accuracy of recording in the draft minutes, within 7 days.
• After completion, the minutes must be entered in the minute book and signed by the Chairperson.

Matters which cannot be transacted through Video Conferencing

The following matters can’t be transacted through a video conference:

• Approval of the annual financial statements.
• Approval of the Board’s report.
• Approval of the prospectus.
• Audit Committee Meetings for consideration of accounts.
• Approval of the matter relating to amalgamation, merger, demerger, acquisition, and take over.

Conclusion

Board meeting through video conferencing has ensured that the meetings can be conducted virtually without the physical presence of an individual. This has been widely welcomed by many entrepreneurs across the country. However, all the compliances and provisions relating to it should be strictly followed.

Read our article: Provisions of Conducting Board Meeting through Video Conferencing under Companies Act, 2013