Diwanji & Co., a listed company has thirteen Directors. Out of thirteen directors, ten directors have given their general consent, at the beginning of the financial year. i.e., in the month of April, to give Notes on

Section 173(2) of Companies Act, 2013 read with Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014, provides that the participation of directors in a meeting of the Board may be either in person or through video conferencing or other audio-visual means as may be prescribed, which are capable of recording and recognizing the participation of the directors and of recording and storing the proceedings of such meetings along with date and time. A company shall comply with the following procedure, for convening and conducting the Board meetings through video conferencing or other audio-visual means. Every Company shall make necessary arrangements to avoid failure of video or audio-visual connection. The Chairperson of the meeting and the company secretary, if any, shall take due and reasonable care to safeguard the integrity of the meeting by ensuring sufficient security and identification procedures; to ensure availability of proper video conferencing for effective participation of the directors and other authorized participants at the Board meeting; to record proceedings and prepare the minutes of the meeting; and to store for safekeeping and marking the tape recording(s) or other electronic recording mechanism to ensure that participants are able to hear and see the other participants clearly during the course of the meeting. to ensure that no persons other than the concerned director are attending or having access to the proceedings of the meeting. Provided a director who is differently abled may make a request to the Board to allow a person to accompany him/her. The notice of the meeting shall be sent to all the directors in accordance with the provisions of sub-section (3) of section 173 of the Act. Any director who intends to participate in the meeting through electronic mode may intimate about such participation at the beginning of the calendar year and such declaration shall be valid for one year. At the commencement of the meeting, a roll call shall be taken by the Chairperson when every director participating through video conferencing or other audiovisual means shall state, for the record, the following namely: name; the location from where he is participating; that he has received the agenda and all the relevant material for the meeting; and that no one other than the concerned director is attending or having access to the proceedings of the meeting at the location mentioned in clause (b). After the roll call, the Chairperson or the Company Secretary shall inform the Board about the names of persons other than the directors who are present for the said meeting at the request or with the permission of the Chairperson and confirm that the required quorum is complete. A director participating in a meeting through video conferencing or other audio-visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules. With respect to every meeting conducted through video conferencing or other audiovisual means authorized under these rules, the scheduled venue of the meeting as set forth in the notice convening the meeting, shall be deemed to be the place of the said meeting and all recordings of the proceedings at the meeting shall be deemed to be made at such place. Where Statutory Registers are to be signed by the Directors, the same shall be deemed to have been signed by the Directors participating through electronic mode, if they have given their consent to this effect and it is so recorded in the minutes of the meeting.