Company Law and Practice · Meetings of Board and its Committees

Participation Through Video Conferencing in Board Meetings

Updated 11 October 2026 · Fact-checked

Under section 173(2) of the Companies Act, 2013, a director may attend a Board meeting in person or through video conferencing or other audio visual means. The facility must record and recognise participation and record and store the proceedings with date and time. Some matters are excluded, unless a quorum is physically present.

Understand Participation Through Video Conferencing

A Board meeting is normally a gathering of directors in one place. Directors are often in different cities, so the Act lets them join remotely. Section 173(2) says participation may be either in person or through video conferencing or other audio visual means.

The law sets a technical condition. The means used must be capable of recording and recognising the participation of directors. They must also be capable of recording and storing the proceedings of the meeting along with date and time. A plain phone call that does none of this does not meet the test.

Remote attendance counts towards quorum. Section 174(1) says participation by video conferencing or other audio visual means shall also be counted for the quorum of one-third of total strength or two directors, whichever is higher.

The law also allows the Central Government to notify matters that must not be dealt with through video conferencing. This is the first proviso to section 173(2). The Act gives no list of these matters, and the detail comes from the rules made under the Act, not from the section text.

The second proviso softens this. Where there is quorum through the physical presence of directors, any other director may participate through video conferencing or other audio visual means on even those restricted matters. This proviso was inserted in 2018.

Key rules to remember

Mode of participation: Participation = in person OR video conferencing OR other audio visual means (s. 173(2)); The means must be capable of recording and recognising participation, and of recording and storing proceedings with date and time.
Restricted matters: Matters notified by the Central Government → not to be dealt with through video conferencing (first proviso to s. 173(2)); The restricted list is in the rules, not in the section. Learn it from the ICSI material and the rules.
Physical quorum exception: Physical quorum present → any other director may join by video conferencing even on restricted matters (second proviso to s. 173(2)); Inserted w.e.f. 7-5-2018. The quorum must be physically present.
Quorum count: Quorum = one-third of total strength or 2 directors, whichever is higher (s. 174(1)); Directors joining by video conferencing or other audio visual means are counted. Any fraction is rounded off as one, and vacant places are excluded from total strength.
Notice: Notice ≥ 7 days in writing to every director (s. 173(3)); It may be sent by hand delivery, post or electronic means.

How to solve Participation Through Video Conferencing questions

Use this method for any question on a director joining a Board meeting remotely.

1Identify the company type and the meeting. State that section 173(2) allows participation in person or through video conferencing or other audio visual means.
2Check the technology. Ask whether it can record and recognise participation and record and store proceedings with date and time.
3Identify the business on the agenda. Check whether it falls within the matters notified as not to be dealt with through video conferencing.
4If the matter is restricted, check whether quorum is physically present. If yes, the other directors may join remotely under the second proviso.
5Count the quorum under section 174(1). Include directors attending through video conferencing, and apply the one-third or two rule with rounding up.
6Conclude clearly: valid or not valid, and why. Cite section 173(2) and section 174(1).

Quickest way: Three-check shortcut

When to use it: Use it when the question gives facts and asks if the meeting or the remote attendance is valid.

Check 1: Is the facility capable of recording, recognising and storing with date and time?
Check 2: Is the agenda item a restricted matter?
Check 3: If restricted, is quorum physically present? If not, the remote attendance fails for that item.
Write the conclusion in one line with section 173(2) and its provisos.

Common mistakes in Participation Through Video Conferencing

Saying a director attending by video conferencing is not counted for quorum.
Students link quorum only with physical presence.
Fix: Quote section 174(1). Participation by video conferencing or other audio visual means is counted for quorum.
Treating any phone call or ordinary connection as valid participation.
Students forget the technical condition.
Fix: State that the means must record and recognise participation and record and store the proceedings with date and time.
Writing that restricted matters can never be discussed with a remote director.
Students ignore the second proviso.
Fix: Add that where quorum is physically present, any other director may participate remotely even on restricted matters.
Quoting the list of restricted matters as part of the section text.
Students mix section 173 with the rules.
Fix: Say the Central Government may notify the matters, and the list comes from the rules. Do not attribute it to the section.
Applying the one-third rule without rounding, or counting vacant seats.
Students skip the Explanation to section 174.
Fix: Round any fraction up to one, and exclude vacant places from total strength.

Worked examples

Example 1

Arjun Textiles Ltd has 9 directors. For a Board meeting, 4 directors are physically present and 2 join through a video link that records and stores the proceedings with date and time. Is the quorum present?

Show the solution

Total strength is 9. One-third of 9 is 3.
Two directors is the alternative. The higher of 3 and 2 is 3.
Section 174(1) counts directors joining by video conferencing or other audio visual means.
Directors counted = 4 + 2 = 6, which is more than 3.

Answer: Yes. The quorum is 3 and 6 directors are counted, including the 2 attending by video conferencing under sections 173(2) and 174(1).

Example 2

Meera Pharma Ltd has 7 directors. For a meeting, 3 are physically present and 4 join remotely. An agenda item is a matter notified as not to be dealt with through video conferencing. Can the item be taken up?

Show the solution

Quorum: one-third of 7 is 2.33, rounded up to 3. Two directors is lower, so quorum is 3.
Three directors are physically present, so quorum exists through physical presence.
The first proviso to section 173(2) bars restricted matters through video conferencing.
The second proviso allows any other director to participate remotely on such matters where quorum is physically present.

Answer: Yes. The item can be taken up, because the 3 physically present directors form the quorum. The other 4 may join through video conferencing under the second proviso to section 173(2).

Exam tips

Always cite section 173(2) for the mode of attendance and section 174(1) for quorum.
Write the technical condition in full: record and recognise participation, record and store proceedings with date and time.
Mention the second proviso whenever restricted matters appear in the question.
Do the quorum arithmetic visibly: one-third, round up, compare with two, take the higher.
Do not invent the list of restricted matters beyond what the ICSI material and rules give.

Practice questions from Meetings of Board and its Committees

Participation Through Video Conferencing in other exams

The same ground in other exams, if you are preparing for more than one or want another angle on it.

CMA FoundationVideo Conferencing and Web Conferencing

Participation Through Video Conferencing: frequently asked questions

Can a director attend a Board meeting by video conferencing under the Companies Act, 2013?

Yes. Section 173(2) allows participation in person or through video conferencing or other audio visual means. The means must be capable of recording and recognising participation and of recording and storing the proceedings with date and time.

Is a director attending by video conferencing counted for quorum?

Yes. Section 174(1) says such participation is also counted for quorum. Quorum is one-third of total strength or two directors, whichever is higher.

Are there matters that cannot be dealt with through video conferencing?

Yes. The Central Government may notify matters that are not to be dealt with this way, under the first proviso to section 173(2). The list comes from the rules, so learn it from the study material.

Can a remote director take part in a restricted matter?

Yes, in one case. Where quorum is present through the physical presence of directors, any other director may participate through video conferencing or other audio visual means on such a matter.