As according to sec 174 of companies act 2013,the director attending meetings through video conferencing will be counted in quorum. Therefore, the directors can attend the board meeting by video conference and pass the resolutions

sir where will u your cs batch will start.

According to section 174, the quorum of the meeting shall be higher of the following 1) 1/3rd of the director 2) 2 director

I would suggest to join the directors by electronic means if possible. And if it not possible then conduct the meeting and circulate the Proposal and after decision being taken ratify it by remaining or independent director.

All director may participate in meeting through video conferencing and pass resolution.

Notice of Board Meeting: The notice of the meeting shall be sent to all the directors 7 days in advance as per section 173 (3) of the Act and the notice shall inform the directors regarding the option available to them to participate through video conferencing mode or other audio-visual means and shall provide all the necessary information to enable the directors to participate through video conferencing mode or other audio-visual means

Dear sir, First of all we can not appoint the directors other than additional director in Board meeting max we can propose his appointment . The director compulsorily appointed in the General meetingn either EGM/AGM as per sec 152(2). Regarding voting in board meeting we can pass resolution through video conference. The provision is allowed in the act except few things we can pass resolution by arranging audio/video conference. Thanks and regards Cs trainee Ravi

As per sec 174 of the companies act 2013 quorum of board meeting . Quorum of board meeting 1/3 of total no of director or 2 director which ever is higher Quorum of board meeting is director participating through video conferencing then it shal be calculated while calculating the no of quorum . If the no of interested director is more than the 2/3 of director and non interested director is less than and equal to 1/3 then the resolution shal be pasar by the non interested director and non interested director shall not be less than 2 director Director of the meeting shall be conducted through end of the meeting not only start of the meeting. Due to resignation or removal of director then the director shall appoint an director by passing notice to all the director in general meeting and satisfied all the members to attend the quorum . Adjourn quorum meeting shal be held on the next day it will be not a national holiday and next meeting held on the same day time place are fixed . Qourum of board meeting held at any time or any wher even in the national holiday but adjourn meeting shall not be held on national holiday . Conclusion :. Quorum of board meeting shall not be held because it not satisfied the criteria of less than 2 member of non interested director

As per provisions of section 174 of the companies act 2013, the required quorom of Board Meeting of public limited company is 3 to validate the meeting. As per provisions of section 173, the company can conduct Board Meeting through Audio Visual Conference and the said person can appoint as an Executive Director of the Company; or As per provisions of section 175, the company can pass the resolution by circulation to the Board of Directors of the Company to their residential address to appoint the said person as Executive Director of the Company.

As per section 174 of companies act 2013, to hold a board meeting, proper notice to be send to all directors pursuant to section 173 of this act and hereby to commence the board meeting presence of minimum no. of directors i.e quorum of 1/3 of total director or minimum 2 director in case of private co. and minimum 3 director in case of public co. as the case may be is required. In above mention case, quorum is present to commence the meeting. In case as per article of association, presence of all directors is required to appoint executive director then the meeting can be held by presence of remaining director through virtual meeting or else the meeting shall stand adjourned.

As per the provisions of companies act 2013 , quorum of board meeting shall be 1/3 of total directors or 2 whichever is higher , therefore meeting can be conducted and hence resolution can be be passed to appoint mr roparel as executive director of the company .

FACTS OF THE CASE: 1. 3 DIRECTORS OUT OF 5 DIRECTORS WERE OUT OF TOWN AND 2. WERE NOT AVAILABLE PHYSICALLY TO ATTEND THE MEETING. APPLICABLE PROVISIONS: SECTION 174 OF THE COMPANIES ACT, 2013 EXPLANATION: AS PER THE PROVISIONS OF SECTION 174 OF THE COMPANIES ACT, 2013 AND OTHER APPLICABLE PROVISIONS: A) QUORUM FOR THE MEETING OF BOARD OF DIRECTORS SHALL BE: - 1/3RD OF ITS TOTAL STRENGTH OR - 2 DIRECTORS (WHICHEVER IS HIGHER) B) DIRECTORS CAN PARTICIPATE IN THE MEETING BY WAY OF: - VIDEO CONFERENCING OR - OTHER AUDIO VISUAL MEANS SHALL BE COUNTED FOR THE PURPOSE OF QUORUM. ADVISE: REMAINING 3 DIRECTORS WHO WERE NOT AVAILABLE PHYSICALLY TO ATTEND THE MEETING AND TO WHOM DULY NOTICE OF BOARD MEETING TO APPOINT MR. ROPAREL AS AN EXECUTIVE DIRECTOR OF THE COMPANY, WERE SENT CAN ATTEND THE MEETING OF BOARD OF DIRECTORS BY WAY OF: - VIDEO CONFERENCING OR - OTHER AUDIO VISUAL MEANS IN ORDER TO PASS THE RESOLUTION UNANIMOUSLY.

The quoroum for board meeting is 2 or ,1/10th of total director Wich ever is higher , so as there is 2 director they can continue to pass resolution it won't effect the quorum. If all 5 directors have to be present , they can do it with video conferencing ,Wich can done , except 5 cases':-, * ,Approval of prospectus, * , Approval of financial reports. * , Appointment of director. * Appointment of auditorllllll

per my limited understanding of the provisions of companies Act, 2013 for the appointment of the directors at the Board meeting as covered under section 161 and 152(2) read with section 2(87) for the inclusion of Directors as appointed in the subsidiary Co. On behalf of holding and subsidiary relation. Now for the conduct of Board meeting at which only 2 director are personally present and rest of 3 wish to participate through videoconferencing(VC) to conduct meeting successfully. As a matter of fact the notice of BM is already dispatched and I assume this notice not having rhe clause for facilities of VC. Then company Secretary of the Company address this issue to the chairman if the chairman allow to them participate in the Board meeting through VC then company may convene the meeting accordingly, in case the chairman decline to accept the proposal of the Company Secretary for allow them through VC then meeting may be postponed for further date as discussed with the chairman and all the directors of the Company

As per Section 152 and the respective sub-section contained therein every director shall be appointed by the company in General Meeting. 1. A person who has allotted a DIN is eligible for becoming a director in a company. 2. Every person proposed to be appointed as a director of a company shall furnish his DIN along with a declaration that he is not disqualified to become a director under the Act. 3. A person who has been appointed as a director shall furnish the written consent on or before the appointment in form DIR-2. The company shall within 30 days of the director's appointment furnish such consent with the Registrar in Form DIR-12 along with prescribed fees. A special resolution needs to be passed by the company for the appointment of the executive director by virtue of provisions of the Act. Thus, as per the case mentioned above, Greetvilla Ltd. after complying with the provisions mentioned under the Act can appoint Mr. Roparel as an executive director of the company. Mr. Roparel after being appointed as an executive director is responsible for the administration of the Company's business such as managing people, looking after company's assets, entering into contracts, etc.

The quorum of the meeting should be 1/3rd or 2 member present whichever is higher and the meeting shall be conducted through video conferencing for the foreign member so that all the board member are present and such option of video conferencing shall be mentioned in the notice of the board meeting and the voting for other than restricted item mentioned in 173(2) shall be counted Hence the meeting can be conducted through video conferencing for all directors to attend

As per section 174 of the companies act 2013 the quorum required for holding a board meeting shall be more than 1/3 of its total number of directors or 2 director whichever is higher ...the section also states that any director present through video conferencing means or by audio visual means shall ve counted for the same . Thus , the meeting held for passing the resolution shall be attended by min 2 directors who are not interested either physically present or through audio visual means ...provided the resolution to be passed is not covered under the matters not to be dealt with in a meeting through video conferencing or other audio visual means .

As per section 174 of the companies act 2013 the quorum required for holding a board meeting shall be more than 1/3 of its total number of directors or 2 director whichever is higher ...the section also states that any director present through video conferencing means or by audio visual means shall ve counted for the same . Thus , the meeting held for passing the resolution shall be attended by min 2 directors who are not interested either physically present or through audio visual means ...provided the resolution to be passed is not covered under the matters not to be dealt with in a meeting through video conferencing or other audio visual means .