Briefly describe the relevant provisions that would have been considered for the conduct of Board meeting through video conference on 15th April,…
CA Final · Integrated Business Solutions (Multidisciplinary Case Study) · MTP · November 2024
Briefly describe the relevant provisions that would have been considered for the conduct of Board meeting through video conference on 15th April, 2024 as Mr. Viper Armstrong attending it through such mode?
Suggested Answer and Working Notes:
Section 173 (2) of Companies Act, 2013 read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, provide that participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio-visual means as may be prescribed, which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings along with date and time. Chairman of the Meeting and Company Secretary should safeguard the integrity of the meeting by ensuring sufficient security and identification procedures, 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 authorised participants at the Board meeting and other matters as prescribed in the above Rule. The notice of the meeting shall be sent to all the directors 7 days in advance as per section 173 (3) of the Act and the notice shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio-visual means and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio-visual means. Key points to be observed before/ during the meeting are as follows: STEP 1: Roll Call At the commencement of the meeting, a Roll Call should be taken by the Chairperson when every director participating through video conferencing or other audio-visual means shall state, for the record, the prescribe matters including name; location from where participating and that he has received the agenda and all the relevant material for the meeting STEP 2: Considerations for the Chairman or Company Secretary The Chairperson / Company Secretary would then read out the names of persons (other than the Directors who are present at the meeting) to assist/guide/witness the proceedings of the Meeting the Board. The attendance register shall be deemed to have been signed by the directors participating through electronic mode, if their attendance is recorded by the Chairman or FFL Secretary in the attendance register and the minutes of the meeting. STEP 3: Requirement of Quorum The Chairperson / Company Secretary should confirm that the required quorum is present throughout the meeting. The statutory registers which are required to be placed in the Board meeting should be placed at the scheduled venue of the meeting. STEP 4: Transaction during Meeting Each item of business should be taken up one by one as per the agenda specified in the notice. If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll that is to say that he shall first announce that he shall be doing the roll call and call out the name of each director who shall identify himself while casting his vote and the Chairperson shall then note the vote of each director. The Chairperson shall then announce the summary of the decision taken on such item along with names of the directors, if any, who dissented from the decision taken by majority.
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