Based on the provisions of the Companies Act, 2013 and related rules, there is no statutory restriction that mandates a company to hold any of its board meetings in India. A company may choose to hold all board meetings abroad, provided that all procedural and statutory requirements are strictly followed.

Key Points to Consider

1. Compliance with Notice and Quorum Requirements

   • Proper Notice & Agenda: The meeting must be convened by giving proper notice and the agenda should be circulated to all directors.

   • Quorum Requirements: The meeting should satisfy the quorum as laid down in the Articles of Association and the Companies Act.

2. Recording and Documentation

   • Minutes of Meetings: Minutes must be recorded and maintained in the company’s statutory records, regardless of where the meeting is held.

   • Accessibility of Records: The records should be readily available for inspection and regulatory scrutiny in India.

3. Technological and Logistical Arrangements

   • Participation of Directors: All directors, including those based in India, must have the means to effectively participate in the meeting—this might involve ensuring reliable communication facilities.

   • Video Conferencing: The Companies Act, 2013 and subsequent rules recognize meetings held via video conferencing and other electronic means, which also applies when meetings are held abroad.

4. Regulatory and Reporting Considerations

   • Foreign Location Documentation: While there is no legal prohibition, the company should document the reasons and logistics for holding meetings abroad, in case any regulatory issues arise regarding governance practices or reporting.

Relevant Legal Framework

• Companies Act, 2013: The Act does not prescribe any mandatory location for board meetings. The validity of the meeting depends on the compliance with notice, quorum, and documentation requirements.

• Companies (Meetings of Board) Rules, 2014: These rules outline the manner in which meetings can be conducted (including through video conferencing or other electronic means) but do not impose restrictions on the geographical location.

Under the Companies Act, 2013, a director’s resignation becomes effective when he tenderes it in writing to the company—even if the company subsequently fails to intimate about the resignation to the Registrar of Companies (ROC). Here’s how it works:

• Effective Resignation:
  Once the director submits his resignation in writing and follows the prescribed procedure (including filing the appropriate form, such as DIR-11, within the stipulated time), his resignation is deemed effective. This is independent of whether the company subsequently notifies the ROC.

• Company’s Obligation:
  The company is required to intimate the resignation to the ROC (usually through Form DIR-12) as per the procedural requirements. Failure to do so does not invalidate the director’s resignation but creates a discrepancy in the ROC records.

• Status in Public Records:
  Legally, the director ceases to hold office from the effective date of his resignation. However, if the company does not update the ROC records, the director’s name may continue to appear as a director in the public database until the error is rectified. This is a matter of the company’s compliance and does not affect the director’s legal status.

• Consequences for the Company:
  The non-intimation may attract regulatory scrutiny or penalties for the company for not fulfilling its compliance obligations, even though it does not affect the director’s status as having resigned.

Under the Companies Act, 2013, the limit of directorships (i.e. holding office as a director in not more than 20 companies) applies to companies incorporated in India. This means:

• Section 8 Companies:
  Since Section 8 companies are incorporated under the Companies Act, 2013 (even though they are non-profit in nature), a directorship in a Section 8 company does count toward the limit of 20 companies.

• Foreign Subsidiary Companies:
  A foreign subsidiary company is incorporated outside India and is governed by the laws of that jurisdiction. Therefore, a directorship in a foreign subsidiary is not covered by the Indian Companies Act and does not count toward the limit of 20 companies.

Yes, sitting fees are payable to a director who participates via video conferencing, provided that their participation is recorded as attendance at the meeting. The Companies Act, 2013 and the associated rules do not differentiate between physical and virtual presence for the purpose of awarding sitting fees. In essence: