Conducting Board Meeting via Virtual means - Video Conferencing (VC) or other Audio Visual Means (OAVM)

The procedure for conducting a Board Meeting via virtual means, such as Video Conferencing (VC) or other Audio Visual Means (OAVM), is primarily governed by Section 173 of the Companies Act, 2013, associated rules, and Secretarial Standard -1 (SS-1). Participation through "Electronic Mode" (VC/OAVM) must employ communication facilities that enable concurrent communication and recognize/record the participation of the directors.

Here is the detailed procedure:

A. Pre-Meeting Formalities and Notice

1. Preparation and Platform: The company must create the link on the digital platform for the meeting and ensure that adequate time slots are provided. The facility must be capable of recording and storing the proceedings along with the date and time.
2. Notice and Agenda: The company must prepare and send the Notice and Agenda for the Board Meeting, specifying that it will be conducted through VC/OAVM. The notice must clearly specify a venue (registered office or otherwise) to be the venue of the Meeting, where all the recordings of the proceedings conducted through Electronic Mode shall be deemed to be made.
3. Intimation of Participation: The Notice shall inform directors of the option available to participate through Electronic Mode and provide necessary information.
   • If a Director intends to participate through Electronic Mode, they shall give sufficient prior intimation to the Chairman or the Company Secretary to enable suitable arrangements to be made.
   • This intimation can be given at the beginning of the Calendar Year, valid for that year.
   • The Notice must also contain contact details for the director to confirm their participation mode. In the absence of advance communication, it is assumed the director will attend physically.
4. Security Measures: The directors and the Company Secretary must take due and reasonable care to safeguard the integrity of the Meeting by ensuring sufficient security and identification procedures.

B. Conduct During the Virtual Meeting

1. Attendance Confirmation: The Chairman (or the elected Chairman, if the company does not have one designated) shall ensure that all invitees have joined the meeting.
2. Roll Call: The Chairman must conduct a roll call at the commencement of the meeting. During this roll call, each person must state their:
   • Full Name.
   • Location from where they are participating.
   • Confirmation that they have received all relevant papers.
   • Confirmation that none other than the invited person has access to the meeting.
   • The Chairman or Company Secretary shall record this information in the Minutes.
3. Quorum Check: The Chairman must ensure that the Quorum is present throughout the Meeting.
   • Directors participating through Electronic Mode shall be counted for the purpose of Quorum.
4. Handling Agenda Items and Resolutions:
   • The proceedings of the meeting must be recorded through an electronic recording mechanism.
   • The coordinator of the meeting should display the resolution to be passed on the screen for discussion.
   • The Chairman must ask members to express their opinion (in favour or against) before counting the votes.
5. Dealing with Interested Directors: If a Director is interested in an item of business, especially a related party transaction (RPT), he/she shall not be present at the meeting (physically or through Electronic Mode) during discussions and voting on that item.
6. Addressing Technical Issues: The Chairman must ensure that if anyone faces difficulty in viewing or listening, they should immediately intimate the Chair, and the meeting should be stopped.
7. Conclusion: Once the matters are concluded, the Chairman passes concluding remarks, and the members sign off. The Chairman must announce the summary of the decision taken on each agenda item.

C. Requirements for Quorum on Restricted Items

The participation of directors in a Board Meeting via VC/OAVM is permitted generally, but the Central Government may specify certain matters that cannot be dealt with through VC/OAVM.

• Directors shall not participate through Electronic Mode in the discussion on restricted items unless there is a Quorum established by the physical presence of Directors.
• If physical quorum is met, any other director may participate through VC/OAVM on matters specified under the first proviso of Section 173(2).

D. Minutes and Records

The final records of the virtual meeting must conform to strict standards (Secretarial Standard -1 / SS-1):

1. Recording: Minutes must be maintained in electronic form with a Timestamp.
2. Minutes Content: The Minutes should explicitly state that the meeting was held through VC/OAVM.
   • The attendance record must mention the names of the directors present, the mode of attendance (Electronic Mode), and the location from where they participated.
   • The Minutes must contain the roll call taken by the participants.
   • Any disturbance in the meeting or differences of opinion must be noted.
3. Authentication: The attendance register is deemed signed by directors participating virtually if their attendance is recorded and authenticated by the Company Secretary, Chairman, or an authorized director.
4. Finalization: The draft Minutes must be circulated to all members of the Board (including those who did not attend) within fifteen days of the meeting's conclusion for their comments.