Video Conferencing explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Many older guides say that five matters cannot be taken up at a Board meeting held through video conferencing. That list sat in rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014. Rule 4 was omitted by the Companies (Meetings of Board and its Powers) Amendment Rules, 2021 (dated 15 June 2021), and the consolidated rules no longer print any such list. What governs a video conference meeting today is rule 3, and the Board's papers can be prepared through our board resolution and legal documents service.
This article reflects the rules as amended up to G.S.R. 811(E) dated 3 November 2025 per the MCA e-book. Later amendments should be checked.
Rule 4 is omitted, so the rules as consolidated contain no list of matters that must be kept out of a meeting held through video conferencing or other audio visual means. The procedure is in rule 3: arrangements, security, notice, the director's intimation, roll call, quorum, venue, minutes. The Explanation to rule 3(5) still says a director attending electronically counts for quorum "unless he is to be excluded for any items of business under any provisions of the Act or the rules", so a company should read the Act and the rules for each item and not rely on a fixed list.
What rule 4 used to say
The omitted rule was headed "Matters Not to be Dealt With in a Meeting Through Video Conferencing or Other Audio Visual Means". The MCA e-book keeps the old words as a note under the omission. They listed these matters:
| Matter in old rule 4(1) | Where the Act deals with it |
|---|---|
| Approval of the annual financial statements | Section 134 |
| Approval of the Board's report | Section 134 |
| Approval of the prospectus | The Act's provisions on prospectus |
| Audit Committee meetings for consideration of the financial statement, including consolidated statement, to be approved by the Board under section 134(1) | Section 177 |
| Approval of a matter relating to amalgamation, merger, demerger, acquisition and takeover | The Act's provisions on compromises and arrangements |
The old rule also carried a proviso, inserted in 2018: where there was quorum through physical presence of directors, any other director could participate through video or other audio visual means. A later sub-rule (2), inserted in March 2020, allowed meetings on those matters through video conferencing for a limited period. The end date was moved several times in 2020 and finally fixed at 30 June 2021 by the Fourth Amendment Rules of 30 December 2020. The 2021 amendment then omitted the whole rule. These are history only: none of this is current law.
What applies now: rule 3
Rule 3 is the procedure a company must follow "for convening and conducting the Board meetings through video conferencing or other audio visual means". In outline:
| Sub-rule | Requirement |
|---|---|
| 3(1) | Make arrangements to avoid failure of the video or audio visual connection |
| 3(2) | Chairperson and company secretary take due and reasonable care over security and identification, equipment, recording of proceedings and minutes, safekeeping of the recording, and clear hearing and sight for all |
| 3(3) | Notice goes to all directors under section 173(3), tells them of the option to join electronically, and directors intimate in advance or by a calendar-year declaration valid for one year; without intimation, in-person attendance is assumed |
| 3(4) | Roll call at the start: name, location, receipt of the agenda and material, and a statement that nobody else has access at that location |
| 3(5) | Quorum is confirmed after the roll call and must be present throughout; electronic participants count unless excluded for an item |
| 3(6) | The scheduled venue in the notice is deemed to be the place of the meeting |
| 3(11) and (12) | Decision summaries and dissents are recorded; draft minutes go to all directors within fifteen days; directors confirm or comment within seven days or a reasonable time set by the Board |
The full walk-through of the rule is in Rules 1 to 3: Board meetings through video conferencing. For the Act's provisions on Board meetings, see Section 173: Board Meetings.
What this means for the items on the old list
The rules do not say that the five matters can now be decided without care. They say only that the rule-based exclusion is gone. Four practical points follow from the text:
- Read the Act item by item. The Explanation to rule 3(5) keeps the idea that a director may be excluded from quorum for an item under "any provisions of the Act or the rules". If a provision of the Act or another rule requires something at an item, that requirement continues to apply whatever rule 4 once said.
- Rule 3 applies in full. The roll call, the security and identification steps and the recording duties are the same for a meeting on the financial statements as for any other agenda.
- Signing is separate. Documents that directors must sign are dealt with by their own provisions. Rule 3(7) deals only with statutory registers placed at the meeting: where directors must sign them, they are deemed to have signed if they consented and the minutes record it.
- Check later changes. The Companies Act, 2013 and the Meetings of Board Rules have been amended repeatedly, and an MCA notification after the consolidated text may add or restore a restriction. Look at the MCA portal before a hybrid meeting on a major item.
Commentary from the earlier period is in Board Meeting Through Video Conference: Rules and Restrictions and Clarification on Board Meeting Through Video Conferencing; any statement there that rule 4 is in force must be read in the light of the 2021 omission.
A worked example
Orchid Fabrics Limited (invented) holds its Board meeting to approve the financial statements with three directors in the boardroom and two joining online. The company secretary sent the notice under section 173(3) with joining details. One online director had given a calendar-year declaration in January; the other intimated a week before. At the roll call each online director states name, location, receipt of the agenda and that nobody else can access the room. Quorum is confirmed and noted. Under the old rule 4 this item was on the excluded list (subject to its quorum proviso); under the rules as consolidated now, rule 3 sets the procedure and the company checks the Act for any item-specific requirement.
Common mistakes
- Telling directors that financial statements cannot be approved at a hybrid meeting, citing rule 4, which no longer exists.
- Treating rule 4 as omitted and then skipping rule 3 formalities such as the roll call or the recording.
- Quoting the 2020 relaxation period (ending 30 June 2021) as if it were current.
- Forgetting that without intimation under rule 3(3)(c), a director is assumed to attend in person.
- Not preserving the recording and draft minutes as rule 3(2)(d) and 3(11) require.
Need help with Board meeting papers?
A hybrid meeting needs a notice that explains the electronic option, a director intimation format, a roll-call script and minutes that record who attended how. We can prepare these through our board resolution and legal documents service, and review your existing meeting formats for references to the omitted rule.
Key takeaways
- Rule 4 of the Meetings of Board Rules, 2014 was omitted in 2021; there is no printed list of excluded matters now.
- Rule 3 is the live procedure for video conference meetings.
- Electronic participants count for quorum unless excluded for an item under the Act or the rules.
- Check the Act for each item and the MCA portal for later notifications.
Read next
- Rules 1 to 3: Board meetings through video conferencing
- Section 173: Board Meetings
- Section 134: Board Report
- Audit Committee: Section 177
Disclaimer: Based on the Companies (Meetings of Board and its Powers) Rules, 2014 as consolidated in the MCA e-book (consulted on 3 October 2026). Later amendments, forms and Companies Act, 2013 provisions should be checked. This article is general information, not legal advice; check the official text before acting.