Provision contrary to the specific provisions

It may be noted that Articles cannot contain a provision contrary to the specific provisions of the Act. Any such stipulation .shall be void. Again, Section 36 of the Companies Act constitutes a binding relationship between the company and the members; not between the company and the Directors. Thus, under the present law, service of notice to James at his foreign address is not mandatory. However, in view of the present liberalised scenerio, law needs to be amended.
The Board of Directors of MIs. Infotech Consultants Limited, registered in Calcutta, proposes to hold the next Board meeting in the month of May, 2000. They seek your advice in respect of the following matters:
(i)Can the Board meeting be held in Chennai, when all the Directors of the
company reside at Calcutta?
(ii)Whether the Board meeting can be called on a public holiday and that too after
business hours as the majority of the Directors of the company have gone to
Chennai on vacation.
Is it necessary that the notice of the Board meeting should specify the nature
of business to be transacted?
Advise with reference to the relevant provisions of the Companies Act.
(i)Place of Board Meeting. Section 301(5) provides, inter alia, that the register of contracts shall be kept at the Registered Office of the Company. The said register has to be made available at the Board meeting also. Accordingly, if a Board meeting is held at a place other than the Registered Office, it will involve removal of the register of contracts outside the Registered Office and thus resulting in violation of the provisions of Section 301(5). The Department of Company Affairs has, however, clarified that it would be sufficient compliance with the provisions of Section 301(5) if the company gives adequate notice to its shareholders, either once for all or from time to time indicating the prescribed periods during business hours and the days on which they may inspect the register kept under Section 301(2) at the Registered Office. In view of the aforesaid clarification, it is clear that it is legally possibly to hold Board meeting at any place if the requisite notice to shareholders has been given. Thus, in the given
problem, the Board meeting may be held in Chennai.

(ii) Board Meetings on Public Holidays. Under Section 288(1) adjourned Board meeting cannot be held on a public holiday. The Company Law Board has, therefore, advised that Section 288 does not prohibit a company from holding its original Board meetings on public holiday except where Articles of Association provide otherwise. Accordingly, the Board meeting may be held on a public holiday. Again, the Act is
silent about the time of holding the Board meeting. Therefore, there should be no objection to the meeting being held outside the business hours.
(iii) Agenda of the Board Meeting. The Companies Act does not require an agenda for the meeting of the Directors to accompany the notice thereof. Section 286 only requires that notice of every meeting of the Board of Directors of a company shall be given to every director. Thus, any business can he transacted at a Board meeting. However, in case of some matters, prior notice is a practical necessity. These include appointment as Managing Director of a person who is already Managing Director /Manager of another company (Section 316); inter-company loans and investments (Section 372 A); appointment of a person as Manager who is already Managing Director /Manager of another company (Section 386).
P. 10. Cosmos Ltd. has 11 directors out of which 4 were abroad. One of such directors had left his foreign address for all communications. In regard to an urgent matter, which could not wait till the next meeting, it circulated a resolution for approval of the directors, 4 out of 7 directors in India approved the resolution. Cosmos Ltd.
claimed that the resolution was passed. Examine. For provisions of the Act, see Answer to Accordingly, resolution is invalid. The resolution by circulation must have been approved by all the directors in India, seven directors who were in India or by majority of total number of directors who were entitled to vote, Le., six directors.