Explanation to sub-rule (5) of Rule 3 of the Companies (Meetings of Board and its Powers) Rules, 2014 states a director participating in a meeting through video conferencing or other visual means shall be counted for the purpose of quorum, unless he is to be excluded for any items of business under any provisions of the Act or the rules. Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 states that a company may pay sitting fees to a director for attending meetings of the Board or committees thereof. Such attendance can be of two types viz. physical presence and through video conferencing or any other visual means. Therefore, sitting fees is payable to a director who participates in a meeting through video conferencing.

1) A director participating in meeting of the board through video conferencing forms part of quorum for transacting business in that meeting . 2) Section 309 of the companies act limits the amount payable as sitting fees to maximum 20,000 per meeting 3) Since sitting fees are paid to directors for participating in meetings it is immaterial as to whether they are physically present or participating through video conferencing. 4) Payment of sitting fees should be made irrespective whether he has participated physically or through video conferncing

Hie Rohit, **Yes,** sitting fee is payable to a director who participates in a meeting through any of two modes viz. in person or through video conferencing or any other audio visual means. Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides that such sum would be as may be decided by the Board of directors which shall not exceed one lakh rupees per meeting of the Board or the committee.

Yes. Sitting fee is payable to a director who participates in a meeting through in person or through video conferencing or any other audio visual means mode.

Dear Friend, as far as your query is concerned that Is sitting fees payable to a director who participates in a meeting through video conferencing ? Let me informed that Yes, sitting fee is payable to a director who participates in a meeting through any of two modes viz. in person or through video conferencing or any other audio visual means. Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 provides that such sum would be as may be decided by the Board of directors which shall not exceed one lakh rupees per meeting of the Board or the committee. Hope answer was helpful to you Regards, Arjun Pratap Singh