Accordance with the provisions of the Companies Act

In a Board meeting, a few Directors raise disagreements on the minutes of the earlier Board meeting alleging that the decisions were recorded wrongly.
Advise the Chairman
The minutes of a Board meeting once recorded cannot be changed. However the current meeting, the disagreeing Directors, with the permission of the Chairman,
may move a motion for passing a resolution modifying the earlier resolutions recorded in the minutes which, they feel, have been wrongly recorded.
During the year 1993, A Ltd. held four meetings of the Board on 2nd Jan. 1993, 10th May 1993, 16th Oct. 1993 and 31 st Dec. 1993. Examine whether this was in accordance with the provisions of the Companies Act, 1956?
As per Section 285 of the Companies Act, in case of every company, a meeting of its Board of Directors shall be held at least once in every three calendar months and at least four such meetings shall be held in every year. In the present case no meeting was held during the quarter July-September, 1993. Hence Section 285 has been violated.
(a) The Articles of Association of a company fixed 3 as the quorum for a meeting of the Board. At a meeting of the Board, all the 5 Directors were present. They allotted the shares of the company to 3 of the Directors.
Is it valid.? .
(b) A meeting of the Board of Directors of a company was convened to be
held on 30th December, 1994, but the meeting could not be held for want
of quorum. The last meeting of the Board of Directors was held on 14th August, 1994. Advise.
(c)By an oversight, a notice of meeting of the Board was not sent to one of
the Directors who was in India. Is the meeting valid?
(d) A member wants to inspect the minutes book of the meetings of the
Board. Advise.
(a)The provisions in regard to quorum for a Board meeting are contained in Section 287 of the Companies Act, 1956. It is provided therein that the quorum for a Board meeting shall be one-third of the total number of Directors of a company (any fraction contained in that one-third shall be rounded off as one) or two Directors whichever is higher. It is further provided that where at any time the number of interested Directors exceeds or is equal to two-thirds of the total strengths, the number of disinterested Directors present at the meeting being not less than two shall form the quorum. The company is, however, free to fix a higher quorum for the Board meeting.
Viewed in the context of the above provisions, the company has fixed the quorum for a Board meeting at 3. In this case, out of five Directors present at the meeting, the number of interested Directors is three. As such, the remaining two Directors who are n01 interested donot cons.titute a quorum and hence the meeting cannot be validly convened. Therefore, the allotment of shares at the aforesaid meeting is not valid, (Re: Sir Hormllsji & Wadia AIR 1921 Bombay 372).