The MCA has notified the Companies (Meetings of Board and its Powers) Amendment Rules, 2018, inserting proviso to Rule 4 to allow directors to participate in meetings through video conferencing or other audio visual means, amending Rule 13 on Special Resolution for providing any loan or guarantee or investment or providing any security, etc. as under:
G.S.R. 429 (E).—In exercise of the powers conferred by sections 173, 177, 178 and section 186 read with section 469 of the Companies Act, 2013 (18 of 2013), the Central Government hereby makes the following rules further to amend the Companies (Meetings of Board and its Powers) Rules, 2014, namely:—
1. (1) These rules may be called the Companies (Meetings of Board and its Powers) Amendment Rules, 2018. (2) They shall come into force on the date of their publication in the Official Gazette.
2. In the Companies (Meetings of Board and its Powers) Rules, 2014 (hereinafter referred to as the principal rules), in rule 4, the following proviso shall be inserted, namely:-
“Provided that where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means.”.
3. In the principal rules, in rule 6, for the words “every listed company”, the words “every listed public company” shall
4. In the principal rules, for rule 13, the following rule shall be substituted, namely:-
“13. Special Resolution.- A resolution passed at a general meeting in terms of sub-section (3) of section 186 to give any loan or guarantee or investment or providing any security or the acquisition under sub-section (2) of section 186 shall specify the total amount up to which the Board of Directors are authorised to give such loan or guarantee, to provide such security or make such acquisition:
Provided that the company shall disclose to the members in the financial statement the full particulars in accordance with the provisions of sub-section (4) of section 186.”.
Note.− The principal rules were published in the Gazette of India, Extraordinary, Part II, Section 3, Sub-section (i), vide notification number G.S.R. 240(E), dated the 31st March, 2014 and subsequently amended as follows:- 1. G.S.R. 398 (E) dated the 12th June, 2014; 2. G.S.R. 590 (E) dated the 14th August, 2014; 3. G.S.R. 206 (E) dated the 18th March, 2015; 4. G.S.R. 971(E) dated the 14th December, 2015; 5. G.S.R. 309 (E) dated the 30th March, 2017; and 6. G.S.R. 880 (E) dated the 13th July, 2017.