The Federation of Indian Chambers of Commerce and Industry has prepared a discussion paper in response to various issues raised with regard to holding of board meetings of companies through video conferencing.
The department of company affairs is considering amendments in the relevant provisions of the Companies Act, 1956, to allow firms to hold board meetings through electronic means such as video conferencing and teleconferencing.
The Ficci discussion paper makes the following recommendations:
Holding board meetings through video conferencing has become inevitable in today's scenario in which Indian companies are becoming global in their operations and are attracting eminent persons from across the world to represent their board.
There should be no limitations or restrictions imposed on the subjects that are to be discussed in board meetings through video conferencing.
The delivery of notice and agenda through e-mails should also be encouraged as it cuts down the time and cost of delivery.
It may not be necessary to record or videotape the proceedings of the meetings as an evidence. The minutes of the meeting duly signed by the chairman should continue to be an evidence of the business transacted at the meeting.
To solve the problem of attendance, the secretary, in consultation with the chairman of the meeting, could record the presence of the board members who attend the meetings through video conferencing or tele-conference. The Act has to be suitably amended to enable companies to take on record the number of directors who are not physically present.
The place of the meeting can be the registered office of the company or the place where the person who is presiding over the meeting is present.
The exiting quorum requirement as per the Companies Act should apply for such meetings as well.
The chairman of the board should initial the minutes of the board meeting.
The concept of sitting fees as provided in the law should continue to hold for such meetings as well.
