MCA EASES RULES FOR BOARD MEETINGS CONDUCTED THROUGH VIRTUAL MODE

INTRODUCTION

The Ministry of Corporate Affairs, in its communication of 15 June 2021, it has also been used in the Composition of the Companies (Meetings of the Board of Directors of the Authority) Rules, 2014, and the establishment of the Company in Line with the Meetings of the Board of Directors of the Authority Amendment Procedure, 2021. This governing move by the ministry assures the company that the key issues to be resolved with the help of technology, and to reduce the barriers that the company faces in the long run.  As a result of this change, the Company's line of 4 (all Meetings of the Board of Directors, and the permissions are left out in 2014 as the rules relating to the limitation of the meetings of the use of video conferencing or other audio-visual materials, in particular items on the agenda.

The Companies Act always allowed for video conferencing, business meetings, but in the most important affairs, such as the approval of the financial statements, the annual report, and any other securities of the real-life meetings. "The recognition of the complexity is caused by the current pandemic; the MCA has removed from the list of all the issues that are likely to be carried out by means of audio-visual aids.

CONDUCTING BOARD MEETINGS THROUGH VIDEO CONFERENCING AND OTHER AUDIO-VISUAL MEANS

As the COVID-19 pandemic has had a profound impact on the lives of people to a large extent. At the same time, in the way of doing business in India has been changed as well. The recent Changes in the company (Meeting of Board and its Power) Amendment Rules, 2021 from June 16, 2021, the next step, the Ministry of Foreign Affairs, which will make it easier to keep track of all the meetings of the council and the BC & OAVM. With this amendment, the Department removed the Rule 4 of the companies (meeting of board and its powers), rules 2014. The omitted rule read as follows:

The following matters shall not be dealt with in any meeting held through video conferencing or other audio-visuals means-

•    The approval of the annual financial Statements and the Consolidated financial Statements (FS) 

•    With the approval of the Board of directors, report 

•    The approval of the prospectus 

•    The meetings of the Audit Committee for review of the FS, including the consolidated financial statements FS, which is subject to approval by the Board of Directors of the under section 134 (1); and 

•    Approval of the mater relating to amalgamation, merger, demerger, acquisition, and takeover.

Previously, the Companies Act (amendment) in 2017 has relaxed in some of the provisions of this rule, which says that, if there is no quorum for the conduct of any meeting of the Board of directors of the subjects mentioned in rule 4, which will be considered by the VC by the remaining directors.

But the pandemic has forced the MCA to the provision of additional support, on the basis of which companies will be able to keep the board of directors ' meetings to discuss and vote on all entries, including those of the elements of the rule of 4, to June 30, 2021.

However, the recognition of a severe pandemic, the circumstances that prevail in the country, and the Ministry went back to the last amendment, which contains all of the entire Rule 4 has been completely omitted. This means that the board of directors may consider, discuss, and vote on all matters, including the rule 4, via VC.

However, the companies have to comply with all the applicable Provisions of Section 173 and the Secretarial Standards – 1 (Board Meetings) by all means, setting out the procedures and safeguards that need to be taken to the holding of the board meetings through VC and OAVM.

CONCLUSION

Due to the COVID pandemic, the MCA has provided advantages for the meetings of the VC, to June 30, 2021, which is now a permanent allow virtual resolutions to the problems associated with the Rule of 4.  The Board of Directors may be applied to the annual financial statements, the annual report, Prospectus, as well as the problems associated with the merger of the trade unions, the meetings are held via video conferencing.

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Author:

Damini Nagar
Indore
B.A LLB from Indore institution of Law