As per section 173(2), a director may participate in the board meeting either in person or through video conferencing or other audio visual means. Such method of participation should have capability of recording and recognizing the participation of the directors and of recording and storing the proceeding of such meetings along with date and time.
This means a director has option to attend meetings through video conferencing or audio conferencing apart from attending the meeting physically.
However Companies (Meeting of Board and its Powers) Rules, 2014 has few exceptions for attending meeting through video conferencing or other audio visual means. As per Companies (Meeting of Board and its Powers) Rules, 2014, following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means;
- The approval of the annual financial statements
- Approval of the board’s report
- Approval of prospectus
- The audit committee meetings for considering of accounts and
- Approval of the matter relating to amalgamation, merger, demerger. Acquisition and takeover.
Notice of meeting should be sent to directors clearly stating the option available to participate through video conferencing mode and provide all details necessary to enable the directors to participate through video conferencing.
A director intending to participate through video conferencing or audio visual means is required to communicate prior intimation sufficiently in advance to the chairperson or the company secretary to enable them to make suitable arrangement on this behalf.
A director can also intimate his desire to attend board meetings for the whole calendar year at the beginning of the year. In the absence of any intimation as above, it shall be assumed that director shall attend the meeting in person.
The statutory register which is required to be signed in the board meeting shall be deemed to have been signed by the directors participating through video conference or audio visual means if such directors have given their consent to this effect and it is so recorded in the minutes of the meeting.
The Minutes of board meeting shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.
The draft minutes of the board 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 shall confirm or give his comments in writing, about the accuracy of recording of the proceedings within 7 days or some reasonable time as decided by the Board, after receipt of the draft minutes failing which his approval shall be presumed. Thereafter, minutes to be entered in minutes book.
Role call at the board meeting for video conference participants
Role call shall be taken by the chairperson at the commencement of the board meeting where every director participating through video conferencing or audit visual means shall state for the record, followings;
- Name and the location from where he or she is participating;
- He or she has received the agenda and all relevant material of the meeting;
- No one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned above.