• Video conferencing or other audio visual means : “video conferencing or other audio visual means” means audio- visual electronic communication facility employed which enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting.

1. As per Rule 4 of The Companies ( Meetings of the Board and its Powers ) Rules, 2014

Matters Not to be Dealt With in a Meeting Through Video Conferencing or Other Audio Visual Means

¹(1) [The] following matters shall not be dealt with in any meeting held through video conferencing or other audio visual means.-

(i) the approval of the annual financial statements;

(ii) the approval of the Board’s report;

(iii) the approval of the prospectus;

(iv) the Audit Committee Meetings for ²[consideration of financial statement including consolidated financial statement if any, to be approved by the board under sub-section (1) of section 134 of the Act]; and

(v) the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

³[Provided that where there is quorum presence in a meeting through physical presence of directors, any other director may participate conferencing through video or other audio visual means.]

⁴[(2) For the period beginning from the commencement of the Companies (Meetings of Board and its Powers) Amendment Rules, 2020 and ending on the ⁵[30th September, 2020], the meetings on matters referred to in sub-rule (1) may be held through video conferencing or other audio visual means in accordance with rule 3.]

• Point to be kept in Mind in Board Meeting through Audio visual means:

• The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care-
  • To safeguard the integrity of the meeting by ensuring sufficient security and identification procedures;
  • To ensure availability of proper video conferencing or other audio visual equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorized participants at the Board Meeting;
  • To record proceedings and prepare the minutes of the meeting;
  • To store for safekeeping and marking tape recording(s) or other electronic recording mechanism as part of the record of the company at least before the time of completion of audit of that particular year.
  • To ensure that no person other than concerned director are attending or have access to the proceedings of the meeting through video conferencing mode or other audio-visual means; and
  • To ensure that participants attending the meeting through audio visual means  are able to hear and  see the other participants clearly during the course of the meeting

• The Chairperson should check before meeting necessary arrangements has been taken to provide video or audio visual service for Board Meeting
• In the notice serve for Board Meeting should clearly mention all the details required by the director to logged in the Board Meeting and also provide an step wise logged in information to avoid any mis guide technical issues.
• In the starting and at the end of the meeting, chairperson or company secretary should take an roll call, announce every directors name and confirmed their presence in the meeting for all the time
• Every participants shall identify himself for the record before speaking on any agenda or business item
• Minutes should include details of
  • How many director or participants present in the meeting
  • Source i.e. through computer or web link or through mobile
  • Is any one leave the meeting in between and reason
  • Roll call in the commencement and in the conclusion of meeting 

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