Procedures for Convening and Conducting Board’s Meetings through video or Audio Visual Means (Rule 3 of Companies (Meetings of Board and its powers) rules, 2014 Matters not to be dealt with in a Meeting through Video Conferencing or other Audio Visual Means Advantages of Virtual AGM/EGMs Difficulties in holding Virtual Meetings of Members:

1. Study Tips 20: Virtual Board Meetings
• Chapter XII of the Companies Act 2013 deals with Board Meeting
• Section 173(1) states that every company shall hold the first meeting within 30 days of
incorporation and thereafter hold minimum 4 meetings every year in such a manner that not
more than 120 days shall intervene between two consecutive meetings of the Board of
Directors .
• Subsection (2) states participation of Directors in a meeting of the Board may via video, audio
which are capable of recording and recognizing the participation and storing the proceedings of
such meetings along with date and time.
• The Central Government may, by notification, specify matters which shall not be dealt via video
or audio conferencing.
• Section 108 of the Companies Act, 2013 provides for Voting through electronic means by the
members of the companies.
Virtual Meeting - Definition
A meeting held totally by means of either Video conferencing or other audio-visual means is
known as Virtual Meeting.
By using Virtual technology, it is possible to replace physical meetings which require the presence
of people at the designated place and time.
Types of Meeting
Benefits
- The economic benefits are efficiency, improvements, direct savings through reduced travel
costs.
- Replace physical meetings which require the presence of people at the designated place and
time.
- Can operate across multiple time zones
- Less environmental impact in terms of savings on fuel and transport.
- Allows people to share information and data in real-time
- One can review the meeting and its chat transcripts at a later date.

2. Requirements for Virtual Meeting
• Meeting rooms
• Software, which can be either purchased or can be provided by vendor for a fee on yearly
rental basis.
• Hardware equipment like Monitor or LED screen, Webcams.
• High quality mike system.
• Projectors.
• Document scanners.
• Leased Lines.
• High speed wireless internet.
• Recording & Storage Equipment for recording the proceeding and Proper storage for future
reference as many be required under law.
• Have trial run before the meeting to ensure all the systems are working properly.
• Ensure that the proper arrangements are made in the Meeting room.
A virtual meeting room is also virtual space.
Virtual Board Meetings
• Teleconferencing, videoconferencing, and meeting online benefit boards and directors
• Virtual meetings help the directors to participate in meetings where ever they are despite their
busy schedule and make valuable contributions by their participation.
• Virtual attendance can also make board participation more attractive and appealing
•Benefits wider participation and reduces travel and reimbursement of costs.
•Board portals and board management software help in solving some challenges faced due to
lack of technical proficiency, lack of access to data and material.
• "Voice over Internet protocol," or VoIP, allows the audio to work, Webcams are used for those
participating in video.
• A virtual meeting space works through a Web browser plug-in and by a host's local or remote
serve
• The Commonly used software for Virtual meeting are Microsoft's Skype for Business, Adobe's
Connect, Google's Hangouts, or WebEx and newly Zoom to name a few
• Directors shall not participate through Electronic Mode in the discussion on certain restricted
items. Such restricted items of business include approval of the annual financial statement,
Board’s report, prospectus and matters relating to amalgamation, merger, demerger, acquisition
and takeover.
• Similarly, participation in the discussion through Electronic Mode shall not be allowed in
Meetings of the Audit Committee for consideration of annual financial statement including
consolidated financial statement, if any, to be approved by the Board.
• Notice in writing of every Meeting shall be given to every Director by hand or by speed post or by
registered post or by facsimile or by e-mail or by any other electronic means.(notice sent
through electronic platform shall be constituted as valid notice served on the director.)
The Notice shall inform the Directors about the option available to them to participate through
Electronic Mode and provide them all the necessary information.
-In the absence of an advance communication or confirmation from the Director as above,
it shall be assumed that he will attend the Meeting physically.
-The Director should be sent the link through which he can log in and attend the meeting.
-The Director should inform the Chairman or the Secretary of the Company his option
regarding participating the meeting through Electronic mode.
Directors participating through Electronic mode are counted for quorum unless prohibited as per
law. The chairperson shall ensure that the required quorum is present throughout the meeting
The attendance registers.
In case of Directors participating through Electronic Mode, the Chairman shall confirm the
attendance of such Directors. For this purpose, at the commencement of the Meeting, the
Chairman shall take a roll call. The Chairman or Company Secretary shall request the Director

3. participating through Electronic Mode to state his full name, location from where he is
participating, confirm that he has received the agenda and other relevant material and that no one
other than the concerned director is attending or having access to the proceedings of the meeting
at the location. This shall also be recorded in the Minutes. The proceedings of such Meetings shall
be recorded through any electronic recording mechanism and the details of the venue, date and
time shall be mentioned.
Venue of the meeting
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.
Role of Chairperson and Company Secretary
• To safeguard the integrity of the meeting
• To ensure sufficient security and identification procedures
• To ensure availability of proper video conferencing or audio equipment or facilities for
effective participation
• To record proceedings and prepare the MoM
• To store, safekeeping and mark the recordings before the time of completion of audit of
that year.
• To ensure that no person other than the concerned director are attending or have access to
the meeting.
• The persons, who are differently abled, may be facilitated by the Board to allow a person to
accompany him.
Procedures for Convening and Conducting Board’s Meetings through video or Audio
Visual Means (Rule 3 of Companies (Meetings of Board and its powers) rules, 2014
• Every Company shall make necessary arrangements to avoid failure of video or audio visual
connection.
• The notices of the meeting shall be sent to all the directors and shall provide all the necessary
information.
• A director intending to participate shall communicate his intention with prior intimation,
sufficiently in advance to the Chairman or the company secretary of the company.
• In the absence intimation from the director it shall be assumed that the director will attend the
meeting in person.
• On Meeting day, a roll call will be taken by chairperson where director participating via video will
state his
-name
-location
-that he can completely and clearly see, hear and communicate with the other participants
- that he has received the agenda and material required for meeting.
-that no one other than the concerned director is attending or having access to the
proceedings of the meeting at the location mentioned in (b) above.
• The roll call shall also be made at the conclusion of the meeting and at the re-commencement
of the meeting after every break to confirm the presence of a quorum throughout the meeting.
• After the roll call, the Chairperson or the 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 Chairman and confirm that the required quorum is complete.
• Every director who shall identify himself while casting his vote.
•If there is any interruption the chairperson or CS may ask the Director to repeat
•No person to be allowed access of the place where the meeting is being conducted without the
permission of the Board.
• At the end of discussion the Chairperson shall announce decision taken and names of the
directors.

4. • The minutes shall disclose the particulars of the directors.
• The draft minutes of the meeting shall be circulated among all within fifteen days of the meeting.
• Every director who attended the meeting, shall give his comments about the accuracy of
recording within seven days 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 stated in
section 118 of the Act and signed by the Chairperson.
Matters not to be dealt with in a Meeting through Video Conferencing or other Audio
Visual Means
(i) the approval of the annual financial statements;
(ii) the approval of the Board’s report;
(iii) the approval of the prospectus;
(iv) the Audit Committee Meetings for consideration of financial statement including
consolidated financial statement,
v) the approval of the matter relating to amalgamation, merger, demerger, acquisition and
takeover.
Advantages of Virtual AGM/EGMs
• Increase shareholder participation in meetings,
• Save time on travel and cost because of remote voting.
• Encourages more participation by investors across the world.
• Provides greater accessibility to shareholders who cannot be physically present due to
distance.
• Enables institutional investors to attend more than one meeting in a day and protect
shareholders interest.
• Reduce the cost of holding and conducting shareholder meeting, including the costs of the
venue, stationary, transport and refreshments.
• Saves time of the Company’s personal.
Difficulties in holding Virtual Meetings of Members:
• Security of the systems used.
• Streaming with quality without interruption.
• Providing with secure login and shareholder authentication for attendance, with ease of
access for shareholders, and remote voting.
• Combined registration, voting and reporting software.
• Customized instant results screen and detailed audit reporting.
• Data Security of Logins and Passwords.
• Allowing the shareholders, the choice of device.
• The technology used must give all shareholders a reasonable opportunity to participate
• The technology must be secure and must provide reasonable measures for verifying/
validating those allowed to attend and vote at the meeting.