New reporting requirement and amendments by The Ministry Of Corporate Affairs (“MCA”)

BOARD MEETINGS THROUGH VIDEO CONFERENCING UNDER THE COMPANIES ACT, 2013

Considering the need to take precautionary steps to overcome the outbreak of the coronavirus (COVID-19), MCA has recently amended the Companies (Meetings of Board and its Powers) Rules, 2014 (“Amendment Rules”) which came into effect from March 19, 2020. Under the said Amendment Rules, MCA has relaxed the requirement of the physical presence of directors under Section 173(2) of the Companies Act, 2013 (“Act”), read with the Amendment Rules, for holding board meetings to discuss the following matters:

a) the approval of the annual financial statements;

b) the approval of the Board’s report;

c) the approval of the prospectus;

d) the Audit Committee Meetings for consideration of financial statement including a consolidated financial statement (if any); and

e) the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover.

Accordingly, as per the Amendment Rules, board meetings for the aforementioned matters may now be held through video conferencing or other audio-visual means till June 30, 2020, by duly ensuring compliance under the Act and Amendment Rules. Prior to the notification of the Amendment Rules, the aforementioned matters were restricted to be dealt through video conferencing or other audio-visual means.