XYZ Ltd. has 6 directors on its Board of Directors. Out of 6 directors, 5 are foreigners and they reside in America. The company wants to convene its Board meeting in Mumbai but all the 5 directors are pre-occupied and a

The directors of the company may participate in a meeting of Board/Committee of directors under the Companies Act, 2013 through video conferencing or other audio visual mean. 'Video conferencing or other audio visual means' means audio-visual electronic communication facility employed which enables all the persons participating in a meeting to communicate concurrently with each other without an intermediary and to participate effectively in the meeting. A director participating in a meeting through use of video conferencing shall be counted for the purpose of quorum. The minutes shall also disclose the particulars of the directors who attend the meeting through electronic mode. Therefore, to convene Board meeting, the director present in India shall act as Chairman and shall be physically present in Mumbai. According to Rule 4 of the following matters 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 2 consideration of financial statement including consolidated financial statement if any, to be approved by the board under sub-section (1) of Section 134 of the Act; and the approval of the matter relating to amalgamation, merger, demerger, acquisition and takeover. Therefore, Annual financial statements cannot be approved in a meeting conducted through video conferencing.