Section 286 of the Companies Act provides that notice of every meeting of the Board of Directors of a Company must be given in writing to every director for the time being in India, and at the usual address in India to every other director. However,telephonic invitation/oral can not amount to the notice within the meaning of Section 286.( R.Khemka Vs Deccan Enterprises (P) Ltd. 1998.
In view of the above section it is clear that if an NRI appointed as board member it is difficult to call board meeting and other board proceedings, since he is residing abroad.Though there is no express prohibition to appoint an NRI as Board member practically there are difficulties to appoint an NRI as Board member by complying with Section 286 of The Companies Act.
However, The Institute of Company Secretaries of India (ICSI) has, through its Secretarial Standard-1(SS-1),Suggested service of notice by e-mail or any other electronic mode also. However, where a director has specified a particular mode the notice should be given by that mode only.
With Best Regards,
Kiran Kumar V