Meetings through Video Conferencing and Other Audio-Visual Means

SECTION AND RULES NEED TO REFER:

1. SECTION 173 OF COMPANIES ACT, 2013
2. SECRETARIAL STANDARD ON MEETINGS OF THE BOARD OF DIRECTORS
3. RULE 3 OF THE COMPANIES (MEETINGS OF BOARD AND ITS POWERS) RULES, 2014

 

Notice

• Authority for issuing Notice:

1. Company Secretary if appointed
2. any Director
3. or any other person authorised by the Board for the purpose.

• Timing of Notice

     At least 7 days before the meeting -Notice convening a Meeting shall be given at least seven days before the date of the Meeting, unless the Articles prescribe a longer period.

• Content of notice:

                Serial Number,

                Day, Date, Time

                and full address of the venue of the Meeting

                Clearly Indicate : the facility of participation through Electronic Mode is being made available

                Notice shall inform the Directors about the availability of such facility, and

                provide them necessary information to avail such facility.

• Advance Confirmation required:

     Notice shall seek advance confirmation from the Directors as to whether they will participate through Electronic Mode in the Meeting.

• Contact Number Or E-Mail Address (es) of the Chairman or the Company Secretary or any other person authorised by the Board, to whom the Director shall confirm in this regard.

 PROCEEDING  OF  MEETINGS:

Before proceeding , please check,

• Proper network connectivity
• Statutory Registered are available at the venue of the meeting as may required

 (If required signing, the same shall be deemed to have been signed by the directors participating through electronic mode, if they have given their consent to this effect and it is so recorded in the minutes of the meeting.)

• Roll Call
• Chairperson of the meeting shall take roll call at the commencement of the meeting

every director is participating through video conferencing or other audio visual means shall state, for the record:

(a) name;

 (b) the location from where he is participating;

(c) that he has received the agenda and all the relevant material for the meeting; and

 (d) that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned in clause (b);

2. Attendance: the Chairperson or the Company Secretary shall inform the Board about the names of persons other than the Directors who are present for the said meeting at the request or with the permission of the Chairperson if any and

3. Quorum Confirmation : confirm that the required quorum is complete.

4. Chairman proposed Agenda one by one. and ask the participant to raise their hands for giving their consent.

5. the Chairperson of the meeting shall announce the summary of the decision taken on each item along with names of the directors, if any, who dissented from the decision taken by majority .

6. Every participant shall identify himself for the record before speaking .

7. If a statement of a director in the meeting through video conferencing or other audio visual means is interrupted or garbled, the Chairperson or Company Secretary shall request for a repeat or reiteration by the Director.

8. Vote of Thanks any of the participant will thank the chairman . 

9. Conclusion: Chairman conclude the meeting by specifying the end time of the meeting.

MINUTES:

• the draft minutes so recorded shall be preserved by the company till the confirmation of the draft minutes.

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

• Every director who attended the meeting, whether personally or through video conferencing or other audio visual means, 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 seven days or some reasonable time as decided by the Board,

• from the receipt of the draft minutes, failing which his approval shall be presumed.

• After completion of the meeting, the minutes shall be entered in the minute book as specified under section 118 of the Act and signed by the Chairperson.

*Point to be considered

Notice ,Agenda and Notes on Agenda  in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by courier or by facsimile or by e-mail or by any other electronic means.

Where a Director specifies a particular means of delivery of Notice, the Notice shall be given to him by such means

Proof of sending Notice, Agenda and Notes on Agenda  and its delivery shall be maintained by the company.

As per RULE 3 OF THE COMPANIES (MEETINGS OF BOARD AND ITS POWERS) RULES, 2014

(2) e -it is provided that any director who intends to participate in the meeting through electronic mode may intimate about such participation at the beginning of the calendar year and such declaration shall stand valid for one year

(2) f  -In case there is no intimation given by the director, it shall be assumed that the director shall attend the meeting in person.