The Board of Meghank Technologies Ltd. convened a meeting through video conferencing to approve the quarterly financial results. During the meeting, one Director lost connectivity and continued participation via telephon

As per Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, participation of directors through video conferencing or other audio-visual means is permitted, subject to prescribed conditions: Telephone Participation Not Counted: If a director loses connectivity and continues through telephone/tele-conferencing, such participation cannot be considered as valid electronic mode participation. His presence will not count for quorum. Prior Intimation Mandatory: A director intending to participate through video conferencing must give prior intimation to enable the company to make suitable arrangements. Participation without such intimation is irregular, though decisions taken are not automatically void if quorum is otherwise met. Quorum Requirement: Quorum must be constituted by directors present either physically or validly through electronic mode. Since one director's telephone presence cannot be counted, quorum has to be re-verified excluding him. The meeting is valid only if quorum was satisfied excluding the director connected via telephone. However, non-intimation by another director does not invalidate the meeting per se, but is a procedural irregularity. The Company Secretary must ensure compliance in future to avoid legal challenges.