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CS Executive · Company Law and Practice · Meetings of Board and its Committees

The Central Government has specified certain matters that cannot be dealt with at a Board meeting held through video conferencing. Aryan Foods Ltd has 6 directors; 3 are physically present at a meeting, forming quorum, and the fourth joins by video conferencing. Can the fourth director participate on such a specified matter?

Yes. Where quorum exists through the physical presence of directors, any other director may participate through video conferencing or other audio visual means even on matters the Central Government has specified as not to be dealt with by video conferencing.

  1. ANo, specified matters can never involve video participation
  2. BYes, because there is quorum through physical presence, another director may participate through video conferencing on that matterCorrect
  3. CYes, but only if all six directors attend by video conferencing
  4. DNo, unless the director is an independent director

Explanation

The second proviso to section 173(2) says that where there is quorum through physical presence of directors, any other director may participate by video conferencing on a specified matter. Quorum for 6 directors is 2 (one-third is 2), and 3 are physically present. Hence the participation is allowed; the bar on specified matters applies only where quorum is not physically present.

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