Last updated: March 12th, 2020 1:22 PM

Company Board Meeting through Video Conference

Companies registered in India are required to hold the first meeting of Board of Directors within 30 days of company registration. After the first board meeting, companies must conduct a minimum of 4 board meetings a year, with no more than 120 days gap in between meeting. With the growth and use of video conferencing and teleconferencing on the rise, many Board Meetings are now being conducted electronically. In this article, we look at the procedures to be followed in conducting a Board meeting through a video or telephone conference.

Requirement for Conducting Board Meeting on Video Conference

While conducting a company board meeting on video conference, the Chairperson and the company secretary should take steps to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures. Further, steps must be taken to provide proper video conferencing or audiovisual equipment or facilities for the effective participation of the directors. Also, there must be a procedure for recording board meeting proceedings and storing the recording for safekeeping at least until the completion of the audit of that particular year.

Notice of Board Meeting for Video Conferencing

If video or telephone conferencing facility is available for a board meeting, the notice of board meeting sent to all the Directors should inform of the facilities and procedure for participating through video conferencing. Directors intending to participate through video or teleconferencing 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 intimation, it would be assumed by the company that the director would attend the board meeting in person.

Conducting the Board Meeting

From the commencement of the meeting and until the conclusion of each meeting, no person other than the Chairperson, Directors, Company Secretary and any other person whose presence is required by the Board can be allowed access to the place where a director is attending the meeting, either physically or electronically, without the permission of the Board. At the commencement of the Board Meeting, the Chairperson should take a roll call and every Director participate in the Board Meeting through video or telephone conferencing must state the following:

1. Name
2. Location from where he is participating
3. He/she has received the agenda and all the relevant material for the meeting; and
4. That no one other than the concerned director is attending or having access to the proceedings of the meeting at the location from where he/she is participating.

After the roll call, the Chairperson or the Company Secretary can inform the Board about the names of persons other than the directors who are present for the said meeting and confirm that the required quorum is complete. The following types of matters cannot be discussed in a board meeting conducted through video conference:

1. Approval of the annual financial statements.
2. Approval of the Board’s report.
3. Approval of the prospectus.
4. Audit Committee Meetings for consideration of accounts.
5. Approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

For all Board Meetings conducted through video conferencing, the scheduled venue of the meeting would be the place mentioned in the notice convening the meeting, which shall be in India. Also, the statutory registers which are required to be placed in the Board meeting should be placed at the scheduled venue in India and it would be deemed to have been signed by the directors participating through video conferencing if they have given their consent and it is recorded in the minutes of the meeting.

Completion of Board Meeting

On completion of the Board Meeting, minutes should be drafted and sent to all the Directors within fifteen days. The minutes should disclose details of the directors who attended the meeting through video conferencing or telephone conference. 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 seven days. After completion, the minutes must be entered in the minute book and signed by the Chairperson.