Video Conferencing Meetings – One Person Company Registration in Coimbatore

Companies (Meetings of Board and its Powers) Rules, 2014

In exercise of powers conferred under sections 173, 175, 177, 178 179, 184, 185, 186, 187, 188, 189 and section 191 read with section 469 of the Companies Act, 2013 and in supersession of the Companies (Central Government’s) General Rules and Forms, 1956 or any other Rules prescribed under the Companies Act, 1956 on matters covered under these rules, except as respects things done or omitted to be done before such suppression, the Central Government hereby makes the following rules for Video Conferencing Meetings of the company , namely:-

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Short title and commencement

These rules may be called the Companies (Meetings of Board and its Powers) Rules, 2014. They shall come into force on the 1st day of April, 2014.

Definitions

In these rules, unless the context otherwise requires,-

  • “Act” means the Companies Act, 2013;
  •  “Annexure” means the Annexure appended to these rules;
  • “Fees” means the fees as specified in the Companies (Registration Offices and Fees) Rules, 2014;
  •  “Form” or “e-Form” means a form set forth in Annexure to these rules which shall be used for the matter to which it relates;
  •  “Section” means the section of the Act.

Words and expressions used in these rules but not defined and defined in the Act or in the Companies (Specification of Definitions Details) Rules, 2014, shall have the same meanings respectively assigned to them in the Act or in the said Rules.

Meetings of Board through video conferencing or other audio visual means

A company shall comply with the following procedure, for convening and conducting Board meetings through video conferencing or other audio visual means.

  • Every Company shall make necessary arrangements to avoid failure of video or audio visual connection.

 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 the tape recordings or other electronic recordings mechanism as part of the records of the one person company registration in Coimbatore at least before the time of completion of audit of that particular year.
  • To ensure that no person other than the 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 persons, who are differently able, may make request to the Board to allow a person to accompany him.

The notice of the meeting shall be sent to all the directors in accordance with the provisions of sub-section (3) of section 173 of the Act. The notice of the meeting 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. A director intending to participate through video conferencing or audio visual means shall communicate his intention to the Chairperson or the company secretary of the company.  If the director intends to participate through video conferencing or other audio visual means, he shall give prior intimation to that effect sufficiently in advance so that one person company registration in Coimbatore is able to make suitable arrangements in this behalf. 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 be valid for one year: Provided that such declaration shall not debar him from participation in the meeting in person in which case he shall intimate the company sufficiently in advance of his intention to participate in person.

 In the absence of any intimation under clause (c), it shall be assumed that the director shall attend the meeting in person. At the commencement of the meeting, a roll call shall be taken by the Chairperson when every director of the company participating through video conferencing or other audio visual means shall state, for the record, the following namely:-

  • name,
  • the location from where he is participating;
  • that he has received the agenda and all the relevant material for the meeting; and
  • 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);

 After the roll call, 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 and confirm that the required quorum is complete.

Explanation – A director participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules.

The Chairperson shall ensure that the required quorum is present throughout the meeting. With respect to every meeting conducted through video conferencing or other audio visual means authorized under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place. The statutory registers which are required to be placed in the Board meeting of the company as per the provisions of the Act shall be placed at the scheduled venue of the meeting and where such registers are required to be signed by the directors, 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.

Every participant shall identify himself for the record before speaking on any item of business on the agenda. 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. If a motion is objected to and there is a need to put it to vote, the Chairperson shall call the roll and note the vote of each director who shall identify himself while casting his vote. From the commencement of the meeting and until the conclusion of such meeting, no person other than the Chairperson, Directors, Company Secretary and any other person whose presence is required by the Board shall be allowed access to the place where any director is attending the meeting either physically or through video conferencing without the permission of the Board. At the end of discussion on each agenda item, the Chairperson of the meeting shall 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 and the draft minutes so recorded shall be preserved by the company till the confirmation of the draft minutes in accordance with sub-rule (12). The minutes shall disclose the particulars of the directors who attended the meeting through video conferencing or other audio visual means.

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, after 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.

Explanation-For the purposes of this rule, “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 concurrency with each other without an intermediary and to participate effectively in the meeting.

Matters not to be dealt with in a meeting through video conferencing or other audio visual means

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The 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;
  • the approval of the Board’s report;
  • the approval of the prospectus;
  • the Audit Committee Meetings for 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
  • the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

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

Passing of resolution by circulation

A resolution in draft form may be circulated to the directors together with the necessary papers for seeking their approval, by electronic means which may include E-mail or fax.

Committees of the Board

The Board of directors of every listed public company and a company covered under rule 4 of the Companies (Appointment and Qualification of Directors) Rules, 2014 shall constitute an ‘Audit Committee’ and a Nomination and Remuneration Committee of the Board’.

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