Points relating to participation through Video Conferencing in Board meeting:
Sec. 173 & 174 of the Companies Act 2013 and Rule 12.1 deals with Board meeting & it includes provision relating to participation through Video conferencing.
These provisions are applicable to all the Companies – listed, Public or Private.
Some important highlights of the provisions are:
1. The Directors can attend the Board meeting either in person or through Video Conferencing or audio visual means.
2. The quorum for a Board meeting shall be one third of its total strength or two directors, whichever is higher. Participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum
3. The Director who wants to attend the Board meeting by Video Conferencing need to inform the Company, its Chairman or CS - 3 days before the Board meeting about his intention to participate through Video Conferencing
4. The Chairman and the Company Secretary shall ensure that :
a. the participation through Video conferencing is recorded
b. it shall be preserved as a record.
c. No other person other than the Director or other authorized representative is having access to the proceedings of the meeting through Video Conferencing.
As per the Rules, following matters cannot be dealt through Video Conferencing:
a. Approval of annual Financial statements and
b. Approval of Board’s report
From the above, we can imply that both the matters listed are part of the agenda pertaining to Finalization of annual accounts and they cannot be discussed through Video conferencing or audio visual means. Other than the meeting held for approval of annual accounts & Directors report, in all other Board meetings, some of the Directors may participate through Video Conferencing.
Other procedural aspects like taking a roll call during Video conferencing, ensuring that the Director by Video conferencing is present through out the meeting , etc which was circulated earlier by MCA circular is reproduced in the Rules.
When some Directors participated through Video conferencing, then the Draft minutes shall be circulated within 7 days and the Director whether he attended the meeting in person or by Video conferencing shall confirm or give his comments within 7 days from the receipt of minutes. (Earlier we used to get the Minutes of the Board meeting signed in the next meeting only; now when there is a participation through Video conferencing, then the Board minutes need to be signed within 14 days !!)
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Kindly share your comments and queries if any in the comments section...
Sec. 173 & 174 of the Companies Act 2013 and Rule 12.1 deals with Board meeting & it includes provision relating to participation through Video conferencing.
These provisions are applicable to all the Companies – listed, Public or Private.
Some important highlights of the provisions are:
1. The Directors can attend the Board meeting either in person or through Video Conferencing or audio visual means.
2. The quorum for a Board meeting shall be one third of its total strength or two directors, whichever is higher. Participation of the directors by video conferencing or by other audio visual means shall also be counted for the purposes of quorum
3. The Director who wants to attend the Board meeting by Video Conferencing need to inform the Company, its Chairman or CS - 3 days before the Board meeting about his intention to participate through Video Conferencing
4. The Chairman and the Company Secretary shall ensure that :
a. the participation through Video conferencing is recorded
b. it shall be preserved as a record.
c. No other person other than the Director or other authorized representative is having access to the proceedings of the meeting through Video Conferencing.
As per the Rules, following matters cannot be dealt through Video Conferencing:
a. Approval of annual Financial statements and
b. Approval of Board’s report
From the above, we can imply that both the matters listed are part of the agenda pertaining to Finalization of annual accounts and they cannot be discussed through Video conferencing or audio visual means. Other than the meeting held for approval of annual accounts & Directors report, in all other Board meetings, some of the Directors may participate through Video Conferencing.
Other procedural aspects like taking a roll call during Video conferencing, ensuring that the Director by Video conferencing is present through out the meeting , etc which was circulated earlier by MCA circular is reproduced in the Rules.
When some Directors participated through Video conferencing, then the Draft minutes shall be circulated within 7 days and the Director whether he attended the meeting in person or by Video conferencing shall confirm or give his comments within 7 days from the receipt of minutes. (Earlier we used to get the Minutes of the Board meeting signed in the next meeting only; now when there is a participation through Video conferencing, then the Board minutes need to be signed within 14 days !!)
********
Kindly share your comments and queries if any in the comments section...
Sir,
ReplyDeletePractically, most of the discussions at Board Meeting are not recorded in the minutes. I feel that the directors mostly will not like recording their entire conversation. Incase of recording, free discussions will not happen, further Directors will hesitant to share the views, which may be used against them in future.
It would be better, if the rule suggested that at the end of the meeting final decisions should be recorded.
Rgds...Pal
sir,
ReplyDeletei too endorse mr. pal's opinion.
it may be a leathal weapon against the person who is holding though he may show his views as showing the sword. but it will be used against him in other bad day when his views are reshaped against the sole purpose for which it was mentioned.
the best solution is to record only the summary and decision making scenes :)
rgs
P Thirumalaikumar