Rajdeep, a director of the company, intimated his willingness to participate in the Board meeting scheduled to be held in August, 2021 through video conferencing. He declared his intention for participation in the schedu

The provisions for conducting Board meeting through video conferencing has been specified in Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014. Director can attend Board meeting electronically. At the beginning of calendar year, director may intimate his intention to participate in Board meeting through video conferencing. Such declaration shall be valid for one year. If he does not intimate, it shall be presumed that the director shall attend the Board meeting in person. Para 1.3.4 of Secretarial Standard on Board Meeting states that, the notice of the Board meeting 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. A director intending to participate through video conferencing or audio-visual means shall communicate his intention to the Chairperson or the Company Secretary of the company. If the director intends to participate through video conferencing or other audio-visual means, he shall give prior intimation to that effect sufficiently in advance so that company is able to make suitable arrangements in this behalf. It was held in case of Rupak Gupta vs. UP Hotels Ltd. , Sub Rule 3(3)(e) of Companies (Meeting of Board and its Powers) Rules, 2014 does not intend to say that if an intimation to participate in a meeting through electronic mode is not given at the beginning of the year, the directors are not entitled to participate in any meeting through electronic mode. Therefore, the director does not give intimation at beginning of the calendar year, he can attend through video conference and preventing him from appearing through video conferencing is improper. Accordingly, one can say that the action of the Chairman is not valid. Rajdeep can participate in the Board meeting through video conferencing.