Non-Resident Directors

BM by Tele and/ or Video conferencing.....

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BM can be held at any place subject to AOA, even if such place is outside the city, town or village in which the registered office of the company is situated.

one Important section for ur case...

Section 289 - Passing Resolution by Circulation

consider the following conditions :-

1. The Number of Directors Present in India is equal to or more than quorum for BM.

2. The resolution shall be circulated in draft, together with necessary papers, to all the directors then in India and all other directors at their usual address in India.

3. The resolution shall be approved by -

      (a) all the disinterested directors then in India 

                                     OR

      (b) a majority of all the disinterested directors, whether in India or outside India.

Circular resolution is prohibited for passing resolution u/s 262, 292, 293A, 297, 316, 386, 372A and 488.