SEBI vide its notification dated December 09, 2022 amended the Securities and Exchange Board of India (Procedure for Board Meetings) Regulations, 2001. These Regulations may be called the Securities and Exchange Board of India (Procedure for Board Meetings) (Amendment) Regulations, 2022. They shall come into force on such date as the Board may by notification in the Official Gazette.
| Sr. No. | Part/Regulation/ Chapter/Section /Sub-section(s) | Under Old Regulation | Under New Regulation | Comment |
| 1. | In regulation 4, the following Proviso shall be inserted – “Provided that a Member who intends to participate in a meeting through video conferencing or any other audio visual means, shall communicate the same, sufficiently in advance to the Chairperson or the Secretary of the Board and in such case, the procedure as specified in Schedule I to the SEBI (Procedure for Board Meetings) Regulations, 2001 shall be followed” | 4. Place and time of meetings Meetings of the Board shall be held at such times and places in India as may be specified in the notice convening the meeting. | 4. Place and time of meetings Meetings of the Board shall be held at such times and places in India as may be specified in the notice convening the meeting. “Provided that a Member who intends to participate in a meeting through video conferencing or any other audio visual means, shall communicate the same, sufficiently in advance to the Chairperson or the Secretary of the Board and in such case, the procedure as specified in Schedule I to the SEBI (Procedure for Board Meetings) Regulations, 2001 shall be followed” | With this amendment, a requirement has been furnished on Member who intends to attend meeting through video conferencing or any other audio visual means to communicate to the Chairperson or the Secretary of the Board in advance. |
| 2. | In regulation 11, the word “Schedule” shall be substituted with the words and symbols “Schedule-II” The existing “Schedule” shall be renumbered as “Schedule II”. | 11. Declaration of fidelity Every member, before entering upon his duties, shall sign a declaration of fidelity and secrecy in the form set out in the Schedule pledging himself to observe strict secrecy in relation to all transactions of the Board and all matters relating thereto and shall be by declaration pledge himself not to reveal any of the matters/information which may come to his knowledge in the discharge of his duties except when required or authorised to do so by the Board or by Law. | 11. Declaration of fidelity Every member, before entering upon his duties, shall sign a declaration of fidelity and secrecy in the form set out in the | Due to insertion of new Schedule, the existing |
| After regulation 15, following Schedule shall be inserted – |
| “Schedule – I [See Regulation 4] Procedure for allowing Members to participate in Board meetings through video conferencing or other audio visual means |
| I. A Member may participate in the meeting through video conferencing or other audio-visual means, pursuant to communicating his intention sufficiently in advance to the Chairperson or Secretary to the Board to that effect so that suitable arrangements can be made. In the absence of any intimation, it shall be assumed that the Member will be attending the meeting in person. II. On receipt of intimation from the Member, the Board shall make necessary arrangements of video conferencing or other audio visual means to enable such Member to attend the meeting through video conferencing or other audio visual means. III. A Member participating in a meeting through video conferencing or other audio visual means shall be counted for the purpose of quorum. A Member attending meeting through video conferencing or any other audio visual means, shall be vested with same rights and obligations as applicable in case of attending meeting in person. IV. Attendance of the Members participated through video conferencing or other audio visual means shall be recorded in the attendance register as “Participated through video conferencing” and the attendance register shall be deemed to have been signed by such Members. V. Minutes of the meeting shall disclose the particulars of the Members who attended the meeting through video conferencing or any other audio visual means. VI. Members participating through video conferencing or any other audio visual means shall participate through the video conferencing link for the meeting provided by the Board and may ensure that due care is taken: a) To safeguard the integrity of the meeting by ensuring sufficient security and identification procedures to join the meeting; b) To ensure that no unauthorized person has access to the meeting link during the meeting; ) To ensure that they are able to hear and see the other participants clearly during the course of the meeting.” |
| Summary: A Member may intimate in advance for participation in meeting through video conferencing to Chairperson or Secretary to the Board and Board shall make necessary arrangements for the same. A Member participating in a meeting through video conferencing shall be counted for the purpose of quorum and shall have same rights and obligations. Attendance of the Members participated through video conferencing shall be recorded in the attendance register as “Participated through video conferencing”. Minutes of the meeting shall disclose the particulars of the Members who attended the meeting through video conferencing or any other audio visual means. |
| Link to the Notification: |
| https://egazette.nic.in/WriteReadData/2022/240553.pdf |
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