Participation in Board meeting [Section 173 (2)]

(a)Participation in Board meeting [Section 173 (2)], Sub section (2) of section 173 allows directors to attend Board meetings,

(1) In person, or,

(2) through video conferencing, or,

(3) other audio visual means as may be prescribed.

(b) Such audio visual means should be capable of recording and recognising the participation of the directors and of recording and storing the proceedings of such meetings along with date and time.

(c) However, the Central Government may by notification specify such matters which shall not be dealt with in a meeting through video conferencing and 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.

(d) Some of the key points related to meetings of Board that are held through conferencing or other audio visual means, as provided in the Companies (Meetings of Board and its Powers) Rules, 2014 are as under:

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

(2) The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care-

(A) to safeguard the integrity of the meeting by ensuring sufficient security and

(B) to ensure availability of proper video conferencing or other audio visual identification procedures; equipment or facilities for providing transmission of the communications for effective participation of the directors and other authorised participants at the Board meeting;

(C) to record proceedings and prepare the minutes of the meeting;

(D) to store for safekeeping and marking the tape recording(s) or other electronic

(E) to ensure that no person other than the concerned director are attending or

(F) to ensure that participants attending the meeting through audio visual means recording mechanism as part of the records of the company at least before the time of completion of audit of that particular year.

Participation in Board meeting

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