Conferencing, Participating, rules framed under chapter of companies act, 2013: Meetings of its powers and Board.
These rules may be called the Companies (Board Meetings and its Powers) Rules, 2014.
They shall come into force on their publication date in the Official Gazette.
In these rules, unless otherwise the context needs ,-
a, “Act” means the Companies Act, 2013;b,
b, “Annexure” means the appended annexure to these rules;
c, “Fees” means as specified the fees in the companies (Registration offices and Fees )Rules, 2014;
d, “Form” or “e-form” means a form set forth in Annexure to these rules that shall be used which the matter relates;
e”Related party” means a key managerial personnel or a director personnel of the company holding or his relative to a company with reference, shall be deemed to be a party related;
f, “section” means the section of the Act.
2. Expressions and words in these rules used but not mentioned and defined in the companies or in the Act ( Definition Details specifications) Rules, 2014 shall have the meanings respectively that are same assigned to them in the Act or in the rules said.
Board meetings through video conferencing or other visual audio means
A company shall comply with the procedure indicating, for convening and the board meetings conducting through video conferencing or other audio visual means.,
Every company shall make arrangements that are important to avoid failure of video or audio visual connection.
The meeting chairperson and the secretary of the company if any, shall take reasonable and due care–
a, to safeguard the meeting integrity by ensuring security that are sufficient and the procedures of identification.
b, to ensure the proper video conferencing availability or other audio visual facilities or equipment for providing the communication transmission for participation of the directors that are effective and other participants authorised at the Board meeting.
c, to record proceedings and prepare the meeting minutes;
to store for marking and safekeeping the recording(s) of the tape or other electronic recording mechanism as a part of the company records at least before the completion time of audit of that particular year.
to ensure that no person other than director which are concerned are attending or have access to the proceedings meeting through mode of video conferencing or other participants to see clearly during the meeting course.
Given that the persons, who are differently abled, may make request to the Board to allow to accompany him a person.
The meeting notice shall be sent to all directors in respect with the provisions of subsection (3) of section 173 of the Act.
The meeting notice shall be sent to all the directors in respect with the provisions of the sub-section (3) of section 173 of the Act.
The meeting notice shall inform the directors regarding the option available to them through video conferencing mode to participate or audio visual means other, and shall provide all the important information to enable the directors to participate through mode of video conferencing or other audio visual means.
A director intending to take part through video conferencing or audio visual means shall communicate to the chairperson his intention or the company secretary.
If the director intends to participate through video conferencing or other audio visual means, he shall give intimation that are prior to that effect sufficiently in advance so that the company is able to make arrangements that are suitable in this behalf.
The director who wish to take part may intimate of participation his intention through the electronic mode of the calendar year at the beginning and such declaration shall be valid for one year in calendar.
If any intimation under the clause(c) in the absence it shall be make sure that the director shall attend in personnel the meeting.
at the meeting commencement, a roll call shall be taken by the chairperson when every participating director through conferencing of the video or other audio visual means shall mention for the record namely the following:-
b, where participating the location;
c, that he has received the agenda and all the material which are relevant for the meeting and
d, that no one other than the director that are concerned is attending or having access to the meeting proceedings at the mentioned location in clauase (b).
5, After the roll call, the Company secretary or the chairperson shall inform the Board about the persons name other than the directors that are present for the meeting said at the request or with the Chairperson permission and confirm that the needed quorum is finished.
A participating director in a meeting through conferencing of video or other audio visual means shall be counted for the quorum purpose, unless he is to be excluded for any business items under any provisions of the Act or the rules.
A intending director to participate through video conferencing or other audio visual means he shall give information that are prior to that effect sufficiently in advance so that company is able to make arrangements suitable in this behalf;
The director who wishes to take part may intimate his participation intention through the electronic mode of the calendar year at the beginning and such declaration shall be valid for calendar atleast one year.
In the absence under clause (c) of any intimation it shall be assumed that the director shall attend in person the meeting.
At the meeting commencement a roll call shall be taken by the Chairpersom when every director participating through video conferencing or otehr audio visual means shall mention,.for the record the following namely;-
b, the location form where he is participating;
c, that he has the agenda received and all the material which are relevant for the meeting; and’
d, that no one other than the director concerned is attending or having access to the proceedings at the location of the meeting mentioned in clause (b).
5a, After the roll call, the Company secretary or the Chairperson shall inform the Board about the persons name other than the directors who are present for the meeting said at the request or with the Chairperson permission and confirm that the quorum is complete the required.
‘A participating director in a meeting through conferencing of the video or other audio visual means shall be counted for the quorum purpose, unless he is to be excluded for any business items under any provisions of the Act or the rules.
The Chairperson shall make sure that the quorum needed is present throughout the meeting.
In accordance to every meeting conducted through the video conferencing or other means of audio visual means shall be counted for the quorum purpose, unless he is to be excluded for any business item under any provisions of the Act or the rules.
A participating director in a meeting through video conferencing or other audio visual means shall be counted for the quorum purpose, unless he is to be excluded for any business items under any provisions of the Act or the rules/.
The chairperson shall make that the quorum needed is present throughout the meeting.
With respect to every conducted meeting through video conferencing or other audio visual means authorised under these rules, the venue scheduled of the meeting as set forth in the convening notice the meeting which shall be in India, shall be deemed to be the said meeting place and all recordings of the proceedings at the meeting shall be deemed at such place to be made.
The statutory registers that are needed to be placed in the board meeting as per provisions of the Act shall be placed at the venue schedule of the meeting and where such registers are needed by the directors to have been signed participating through electronic mode, if they have given their consent to this effect and it is recorded so of the meeting in the minutes.
The statutory registers that are needed to be placed in the meeting of the board as per the provisions of the Act shall be placed at the venue scheduled of the meeting and where required such registers in which the directors signed, the same shall be deemed to have been signed by participating the directors through electronic mode, if they have this effect given their consent and it is recorded so of the meeting in the minutes.
Every participant shall himself identify for the record before speaking on the agenda on any business item.
Every participant shall himself identify for the record speaking before on the agenda of any business item.
If a director statement in the meeting through conferencing of the video or other audio visual means is garbled or interrupted, the Company secretary or the chairperson shall request for Director reiteration or a repeat.
If a objected motion to and there is essential to put it to vote the chairperson shall call the roll and note each director vote who shall himself identify while his vote casting.
From the meeting commencement and until such meeting conclusion no person other than the directors, chairperson, secretary of the company and any other person whose presence is needed by the board shall be permitted access to the place where attending any director the meeting either physically or through conferencing of the video without the Board permission.
At the discussion end on item of each agenda, the Chairperson of the meeting shall announce the decision summary taken on item such along with the directors name if any who dissented from the decision that majority has taken.
The minutes shall disclose the directors particulars who attended meeting through conferencing of the video or means of other audio visual.
The meeting of minutes of draft shall be circulated among every directors within fifteen days of the meeting either in electronic mode or as may be decided by the board.
Every director who had attended the meeting,whether personally or through conferencing of the video or other audio visual means, shall confirm or give his writing comments about the recording accuracy of the proceedings of that specific draft minutes meeting, within seven days or reasonable time that are some by the board as may be decided by some after failing the draft minutes receipt which shall be presumed his approval.
After the meeting completion, the minutes shall be entered in the minute book as indicated under section 118 of the Act and by the Chairperson signed.
For this rule purpose, “conferencing of the video or other audio visual means
Matters not dealt with in a meeting through conferencing of the video or other means of audio visual.
The matters following shall not be dealt with in any held meeting through conferencing of the video or other means of audio visual–
i, the annual financial statements approval;
ii, the report fo the board’s approval.
iii, the prospectus approval;
iv, The Audit Committee Meetings relating to amalgamation, demerger, merger takeover and acquisition.
By circulation passing of resolution.
A draft resolution form may be circulated together to the directors with the papers that are important for their approval seeking by electronic means that may include fax or e-mail.
The Board committees.
The directors board of all listed companies and the following companies classes constitute an Audit committee and a Nomination and Remuneration of the board committee.
all companies that are public with a paid capital or rupees ten crores or more;
all public companies having one hundred crore rupees turnover or more;
all public companies having in aggregate borrowings or outstanding loans or deposits or debenture, as may be the case, as existing on the last Financial statements audited date shall be taken into the account for this rule purposes.
Vigil mechanism establishment,.
Every company listed and belonging the companies to the following class or classes shall establish a vigil mechanism for their directors and report employees concerns that are genuine or grievances—
a, the companies that accepts public deposits;
b, the companies that have money borrowed from banks and financial institutions that are public of fifty crore rupees in excess.
The companies that are needed to constitute an audit committee shall oversee the vigil mechanism through the committee and if any of the committee members have conflict in a given case of interest, they should recuse themselves and the others on the committee would deal on hand with the matter.