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The SEBI has amended the SEBI (Procedure for Board Meetings) Regulations 2001 by issuing the circular “SEBI (Procedure for Board Meetings) Amendment Regulations, 2022” on 9th December 2022, in order to provide ease to the members in participating in the board meetings. The amended regulation has modified and inserted new regulations and schedules to the former regulations. The amended regulations now provide the members to participate in the meeting through video conferencing or audio visual means. Pursuant to this, the board must make necessary arrangements for that purpose. The present article will discuss the modifications and insertion brought under the amended regulations and the procedure for conducting board meetings through video conference or other audio visual means.
The amended regulations on the procedure for board meeting has inserted the following provisions:
1. Proviso of Regulation 4: The regulation 4 of SEBI (Procedure of Board Meeting) Regulations 2001 provides for the time and place of the meeting. The amended regulation has now inserted a new proviso to the said regulation, which states that the member willing to participate in the board meeting through video conference or audio visual means must communicate its intention to the chairperson or secretary of the board by following the specified procedure.
2. Regulation 11: Due to the insertion of the new schedule for the procedure of board meetings through video conferencing or other audio visual means, the word “schedule” in regulation 11 shall be substituted with the word “Schedule-II”.
The amended regulation has inserted a new schedule which allows the member to participate in the board meetings through video conference or other audio visual means. The said schedule provides the procedure for conducting the board meetings:
1. Communication of intention: The member who is willing to participate in the meeting through video conferencing or other audio visual means shall need to communicate its intention to the chairperson or secretary of the board in advance. If there is no intimation of the same, it can be presumed that the members will attend the meeting in person.
2. Necessary arrangement by the board: After receiving theintimation from the member, the board shall make necessary arrangements for video conferencence or audio visual means so that such member can participate in the meeting.
3. Same rights and obligations: The member attending the meeting through video conferencing or other audio visual means shall be counted in respect of the quorum. Further, such members shall hold the same rights and obligation as applies to the member when attending the meeting in person.
4. Attendance: The attendance of the members attending through video conference or other audio visual means will be recorded in the attendance register as “Participated through Video Conferencing”, and such register shall be signed by the member attending the meeting through video conference or audio visual means.
5. Minutes of the meeting: The minutes of the meeting must disclose the particular of the member who attended the meeting through video conferencing or audio visual means.
6. Meeting joining link: The member participating through video conference or other audio visual means shall need to attend the meeting through the link provided by the board. Further, the members shall ensure that due care is taken:
In order to ease the attendance of the meeting, the SEBI has allowed the member to participate in board meeting through video conferencing or audio visual means. The member can participate in the meeting from anywhere by joining the meeting link. Keeping in view the latest trends, the SEBI has modified its board meeting procedure to suit the market trends. However, the member who intends to participate in the meeting through video conference or other audio visual means shall need to communicate it to the board so that necessary arrangements could be made.
Read Our Article: SEBI Circular on Portfolio Managers
An Advocate by profession, Nikhil Mogha holds experience in the field of Business and Securities law. He has done his Masters of Law in Corporate Law from Guru Gobind Singh Indraprastha University, New Delhi. He is also versed with the drafting and research work in the field of Company Law, Banking Laws and Contract Laws.
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