Taking precautionary steps in the light of the Corona pandemic, the government has relaxed the requirement of holding board meetings with physical presence of directors for activities including approval of financial statements and the board’s report.
The Corporate Affairs Ministry has issued a notification to allow companies to hold such board meetings through video conferencing till June 30. Companies will have to follow all requirements laid out under rules for holding board meetings via video conferencing such as recording of these proceedings, ensuring availability of proper equipment among others.
Existing company rules do not allow certain matters to be dealt with in a meeting through video conferencing or other audio-visual means. These include, the approval of the prospectus, annual financial statements, Board’s report, matters relating to amalgamation, merger, demerger, acquisition and takeover and the Audit Committee Meetings for consideration of accounts.
For all other matters, board meetings can be done through video conferencing. A director attending a meeting via video conferencing or other audio-visual means is to be counted for the purpose of quorum. Detailed rules are laid down for the manner in which such video conferencing must be held.
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“Considering the current situation, allowing video conferencing on restricted matters will certainly help in holding board meetings. MCA should also consider relaxing the requirement of a gap of not more than 120 days between two board meetings for some time,” said Ankit Singhi, partner, Corporate Professionals.
In a letter to chairman and managing directors of all companies and limited liability partnerships, MCA Secretary Injeti Srinivas has advised them to put in place a work from policy to the maximum extent possible as a temporary measure till March 31, after which the position will be reviewed by appropriate authorities. Government has also suggested having staggered timings for essential staff on duty.
MCA is also developing a web form for companies to confirm their readiness to deal with Covid-19 threat. The web form called Companies Affirmation and Readiness (CAR) will be available on March 23.
“In order to deal with this public health situation, the corporate sector would be required to play a key role in implementing the strategic policy decision of social distancing, which is most crucial for reducing the rate and extent of the disease transmission at community level,” Srinivas said in his letter.