Video Conferencing Meeting11/10/2022 0 By indiafreenotes
Video conferencing is a type of online meeting where two or more people engage in a live audio-visual call. With a strong internet connection, the participants can see, hear, and talk to each other in real time, no matter where in the world they are.
In business, people typically use video conferencing to communicate and collaborate within and outside an organization. You just need to set up the necessary hardware and software to get the most out of the experience.
Basic components of a video conferencing system
Video conferencing brings people working from different places together in a virtual meeting room. To make that possible, you’ll need:
- A stable internet connection
- A video display device (laptop, desktop monitor, or a television screen)
- A computer or conference phone
- Other peripherals (webcam, microphone, headset, speaker, etc.)
- Video conferencing software
As per Explanation of Rule 3 of Companies (Meeting of Directors and its Powers)Rules 2014, video conferencing or other audio visual 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.
The following are the important provisions that should be complied with while conducting a meeting through video conferencing or other audio visual means.
- Participation of directors in a meeting of Board through video conferencing or other audio visual means.
Section 173(2) of the Companies Act 2013 says the 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 recording and storing the proceeding of such meetings along with the date and time.
- Restricted matters As per the first proviso of Section 173(2), there are certain matters which cannot be dealt with in a meeting through video conferencing or other audio visual means.
As per Rule 4, 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 statements including consolidated financial statements, if any, to be approved by the Board under subsection (1) of section 134 of the Act.
- The approval of the matter relating to amalgamation, merger, demerger, acquisition, and takeover. But if there is a quorum in a meeting through the physical presence of Directors, any other director may participate in the above-restricted matters through video conferencing or other audio visual means in such meetings.
Procedure for conducting meetings through video conferencing or other audio visual means.
Rule 3 dealt with the procedure of conducting a meeting through video conferencing or other audio visual means. Following are the important steps to be followed while conducting video conferencing.
- Every company shall make necessary arrangements to avoid the failure of video or audio visual connection.
- The Chairperson of the meeting and company secretary shall ensure the following:
- To safeguard the integrity of the meeting by ensuring sufficient security and identification procedures.
- To ensure the 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 the proceedings and prepare the minutes of the meeting.
- To store for safekeeping and marking the tape recordings or other electronic recording mechanism as part of the records of the company at least before the time of completion of audit of that particular year.
- To ensure that no person other than the concerned director is attending or having access to the proceedings of the meeting through video conferencing or other audio visual means.
- To ensure that participants attending the meeting through audio visual means are able to hear and see other participants clearly during the course of the meeting. Provided that differently- abled persons may request the Board to allow a person to accompany him.
- Notice of the meeting (Section 173, Secretarial Standard-1)
Matters Not To Be Dealt With In a Meeting Through VC
- 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.
Post Meeting Compliance / Minutes
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 and 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, which includes fax or e-mail, as may be decided by the Board.
Every director who attended the meeting, whether personally or through VC 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.
Finally the minutes shall be entered in the minute book as specified under section 118 of the Act and signed by the Chairperson
Preservations of Records:
- The recording of attendance of Meetings through Electronic Mode shall be preserved for a period of at least 8 Financial Years (FY) and can be destroyed thereafter only with the approval of the Board.
- Minutes of all Meetings shall be preserved permanently.
- Office copies of Notices, Agenda, Notes on Agenda and other related papers shall be preserved in good order in physical for as long as they remain current or for 8 FY, whichever is later and can be destroyed thereafter with the approval of the Board.