CSB Ltd. a Listed Company is holding a Meeting of Board of Directors. The Agenda Items inter alia include the item for approval with respect to declaration of Interim Dividend for current fiscal. However, information of

Sec 173 (2) of the Companies Act, 2013 read with Rule 4 of the Companies (Meetings of Board and its Powers) Rules, 2014 prescribes restriction on following matters which shall not be dealt with in any meeting held through video conferencing or other audio visual means: the approval of the annual financial statements; the approval of the Board's report; the approval of the prospectus; the Audit Committee Meetings for consideration of financial statements including consolidated financial statements to be approved by the Board. the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. Provided that where there is quorum in a meeting through physical presence of directors, any other director may participate through video conferencing or other audio visual means but he shall not be counted in quorum. As per the rule discussed above, there is no restriction on discussing declaration of interim dividend through video conferencing. Also, if the majority of directors are present in the meeting physically, other directors can participate through video conferencing even though they shall not be counted in quorum.