After almost 13 years of constant request by e industry, Ministry of Corporate Affairs (MCA) considers Directors attending Board / Committee Meetings . 16, · A director participating in a meeting rough video conferencing or o er audio-visual means shall be counted for e purpose of computing quorum, unless e director is to be excluded for any items of business under any provisions of e Act or e Rules. • A director participating rough video conferencing or audio visual modes will also be counted for quorum. Video Conferencing or by o er Audio Visual Board meeting. is sub section also provides at to constitute a valid quorum e participation of e directors in e Board meeting by: video conferencing. o er audio visual means shall also be counted. is will be over and above e usual physical participation of e directors at e. SPECIAL MEETINGS ROUGH TELECONFERENCING, VIDEO CONFERENCING AND O ER REMOTE OR ELECTRONIC MEANS OF COMMUNICATION WHEREAS, Section 52 of Republic Act No. 11232, or e Revised Corporation Code of e Philippines au orizes directors or trustees who cannot physically attend or vote at board meetings to participate and vote rough remote. 26, · e minutes of e board meeting shall disclose e particulars of e directors who attended e meeting rough video conferencing or o er audio visual means. MCA has fur er relaxed e requirement of having not more an 120 days of gap between two consecutive board meetings, by a period of 60 days till next two quarters i.e., till 30 . 30, · Face-to-face meetings are gradually giving way to video conference and teleconference meetings in nearly every business realm, including board meetings. ere’s no question at saving time and money has contributed to e popularity of holding board meetings in virtual space. A Gigaom Research report stated at 87 of remote users see videoconferencing as a benefit at helps em . Virtual meetings help associations conduct business when not all members can be physically present. Tools such as Skype, GoToMeeting and Google Plus Hangouts allow board members to hear each o er rough microphones and speakers and to see each o er rough video cameras regardless of where ey are located. 30, · (3) If at e adjourned meeting also, a quorum is not present wi in half-an-hour from e time appointed for holding meeting, e members present shall be e quorum. Related Posts MCA allows holding Board Meetings / General Meetings rough Video Conferencing 21, . Apr 11, · It also provides Format of Minutes of Board Meeting rough Video Conferencing, Format Of Notice for Board Meeting rough Video Conferencing wi Agenda and Standard Procedure for chairman to conduct Board Meeting rough Video Conferencing. April , —Amidst Pandemic COVID-19 and Nationwide Locked out. 1. As per e recent amendment where ere is a quorum in a meeting rough e physical presence of directors, any o er director participate rough video conferencing or o er audio-visual means in such meeting on any matter specified under e first proviso. erefore, e Companies Act, has provided a means for Directors to hold a Board Meeting at a commonplace wi out all of em having to be physically present. is is referred to as a Board Meeting by Video conferencing or any o er Audio-Visual me ods. Participation in board meetings rough video conferencing saves time and cost and allows one to convert e energy used for distant travels for . Meetings rough Video Conferencing And O er Audiovisual Means (VC / OAVM) Wi e advent of e Companies Act, ( e Act ), holding Board meetings rough video conferencing or o er audiovisual was permitted under e law. For e first time, e Act facilitated e concept of e-voting. All about e board meeting and extraordinary general meeting rough video conferencing. Companies Act e duty of e chairman is to check at e required quorum is present. Section 173 of e companies act along wi e rule of e companies has given e freedom to have e meeting rough video conferencing or e. V. e approval of e matter relating to amalgamation, merger, demerger, acquisition and takeover. Provided at where ere is quorum presence in a meeting rough physical presence of directors, any o er director participate conferencing rough video or o er audio visualmeans. Apr 16, · MATTERS AT ARE PROHIBITED IN A BOARD MEETING CONDUCTED ROUGH VIDEO CONFERNCING. By virtue of powers granted to Section 173(2) of e Companies Act, e Central Government has prescribed at following matters not to be dealt in a Board Meeting ough Video Conferencing or rough Audio Visual Means atleast for e time being. e Companies Act and e Companies (Meetings of Board and its Powers) Rules, contains directions on using video conferencing or o er audio-visual means for meetings. Clarifications from e Government for Board Meeting rough VC or OAVM. 06, · In view of e continuing restrictions on e movement of persons at several places in e country, MCA vide circular no. 20/, dated 5 , has allowed certain classes of companies to conduct eir Annual General Meeting (AGM) rough video conferencing (VC) or o er audio-visual means (OAVM), during e calendar year . is Standard is applicable to e Meetings of Board of Directors of all companies incorporated under e Act except One Person Company (OPC) in which ere Electronic Mode in relation to Meetings means Meetings rough video conferencing or o er audio-visual means. majority of Directors present at a Meeting at which a Quorum. 27, · It provides at a meeting on e restricted items specified in Rule 4, including certain items such as approval financials and board’s report etc. which require an immediate consideration in e present time, can be held rough video-conferencing till e period ending on 31st ember, and shall not require mandatory physical quorum. 21, · (a) Notice of e meeting should inform e shareholders regarding availability of participation rough video conference, (b) e notice must provide necessary information to enable shareholders to access e available facility of video conferencing, (c) e quorum requirements under Section 174 of e Companies Act will have to be complied wi. by e majority of Directors present at a Meeting at which a Quorum is present, adjourn e Meeting for any reason, at any stage of e Meeting. 1.2 Time, Place, Mode and Serial Number of Meeting 1.2.1 Every Meeting shall have a serial number. 1.2.2 A Meeting be convened at any time and place, on any day, excluding a National Holiday. 19, · MUMBAI: e ministry of corporate affairs (MCA) has permitted companies to hold board meetings rough video conferencing or o er audio-visual means, up . For example, in Georgia, boards are allowed to hold virtual meetings and are able to vote, as long as all board members are able to hear e proceedings. is means at e board can meet by phone or video conferencing technology. e board can also vote by email, however, it must follow certain procedures. First, each board member must vote. 01, ·. e participation of directors in a meeting of e Board be ei er in person or rough video conferencing or o er audio visual means.. 2. Directors participating rough video conferencing shall also be counted for e purposes of quorum. 27, · In our organization, we have a board of 15 members. We were only 7 at e last meeting. ere was one more member who called in and attended e meeting rough a conference call because he was out of town. wi him we were 8. He was able to listen and participate during e meeting. Based on our. 23, · If it does, you’ll need to file an amendment alongside any o er changes being made for virtual meetings. We suggest using simple language such as A majority of e directors in attendance, whe er in person or remotely, of e board of directors or on a subcommittee of a committee shall constitute a quorum. . 31, · Board meetings rough video conferencing counted for Quorum. Posted on 31, by ojuris After almost 13 years of constant request by e industry, Ministry of Corporate Affairs (MCA) considers Directors attending Board / Committee Meetings rough video conferencing as valid quorum. 08, · Meeting conducted rough video conferencing will be counted for is purpose. Quorum- Participation rough video Conferencing shall be counted for e purpose of Quorum is e quorum unless he is to be excluded for any items of business under any provisions of . 17, · If a director is attending a meeting of e Board rough teleconference en e director has not attended such meeting. 2. Quorum.— e quorum for a meeting of e Board of Directors of a company shall be 1/3rd of its total streng or 2 directors, whichever is higher. 3 Meetings of Board rough Video Conferencing or O er Audio Visual Means. A company shall comply wi e following procedure, for convening and conducting e Board meetings rough video conferencing or o er audio visual means. (1) Every Company shall make necessary arrangements to avoid failure of video or audio visual connection. Board Meetings. e board of directors is e supreme au ority in a company and ey have e powers to take all major actions and isions for e company. e board is also responsible for managing e affairs of e whole company. For e effective functioning and management, it is imperative at board meetings be held at frequent intervals. 08, · e Directors attending rough Video Conferencing will be counted for e purpose of quorum. e Chairman shall confirm e participants of e directors in e meeting who are physically present. After e roll call e chairman certify e existence of e quorum. 27, · Now, all e board meetings to be held till 30 e, be held rough video conferencing or o er audio visual means even for considering e . For e period beginning from e commencement of e Comparies (Meetings of Board and its Powers) Amendment Rules, and ending on e 30 e, e meetings on matters referred to in sub-rule (1) be held rough video conferencing or o er audio visual means in accordance wi rule 3. 28, · Meeting of Board rough video conferencing and o er audio visual means is e one where e participation of directors in a board meeting be ei er in person or rough video conferencing or o er audio visual means, which are capable of recording and recognizing e participation of e directors and of recording and storing e proceedings of such meetings along wi . 20, · At least 1 Board Meeting has been conducted in each half of a calendar year and . e time gap between e two meetings is not less an 90 days. A Quorum of e Board Meeting-Section 174 of e Companies Act, . For Board Meetings, e quorum refers to e minimum number of directors required for Board Meetings. Exception for COVID 19 lockdown: Hence for Board Meetings conducted upto 30 e, all e items including e five items in rule 4 can be conducted rough Video-conferencing as per Rule 3 wi out any requirement of quorum rough physical presence of directors. Draft Notice And Minute Of Board Meeting Held rough Video Conferencing By CS Deepak Se . CS DEEPAK SE Chairman made e roll call at e conclusion of e meeting and ensured presence of quorum roughout e meeting. ere being no o er business to transact, e Meeting concluded wi a vote of anks to e Chair. A board meeting cannot be held in e absence of a quorum, and any ision taken wi out e quorum would be void. e quorum for meeting constitutes e directors who play a vital role in e Board meeting. e directors can connect wi e meeting rough video conferencing or by o er audiovisual means. 31, · After almost 13 years of constant request by e industry, Ministry of Corporate Affairs (MCA) considers Directors attending Board / Committee Meetings rough video conferencing as valid quorum. e Companies Act, (CA-13) contains provisions for conducting board meeting rough video conference (VC) or rough o er audio-visual means (OAVM) but not for general meeting of members. In view of e COVID-19 outbreak and e difficulties in holding physical meetings, MCA has notified measures and laid down procedures for conducting EGMs. According to interpretation of relevant law by e companies registrar, circular resolutions and proxies/powers of attorney are not acceptable for board meetings, and directors must physically attend e meetings. Telephone conference or video call is acceptable, provided at one- ird of e quorum is in e same place, all attendees are. A66: No, a company cannot restrict a director from participating in a meeting rough video conference if he has not given intimation at e beginning of e year. An intimation given to e company or chairman on receipt of e notice calling e board meeting would suffice e requirement for attending e meeting rough video conferencing. general meeting rough video conferencing facility. shareholders and management/ board has been realized globally. videoconferencing, e chairman of e meeting as well as e quorum required for e meeting shall be present in person at e place of meeting. Four ly, e chairman shall ensure at no one o er. 05, · e makers of e Company’s Act, understood is challenge and have provided for e provision of board meeting rough video conferencing or o er audio-visual means. In is article, we shall discuss e statutory provisions and procedural requirements concerning e board meeting rough Video Conferencing under e Companies Act, . VC facility at Board Meetings. Section 173 read wi Rule 3 of e Companies (Meetings of Board and its Powers) Rules, has laid down elaborate procedures for conducting meeting rough video conferencing at Board Meetings. is has solved a lot of practical issues faced.