Relevant provisions of the Companies Act

Section 286 of the Companies Act, 1956 provides that notice of every meeting of the Board of Directors of a company shall be given in writing to every Director for the time being in India, and at his usual address in India to every other Director (Sub-section (1)). Where however, notice is not given as required but all Directors attend the meeting and do not object to the absence of notice, or where the absentee Directors do not complain of want of notice, the proceedings at the meeting will not be invalid, especially, if they are ratified at a subsequent meeting at which the absentee Directors are present. It is open to a regularly constituted meeting of the Board of Directors to ratify that action which, though unauthorised, is done on behalf of the company. Ratification generally relates back to the date of the act ratified. [Bharat Fire tlnd General Insurance Co. Ltd. Vs. Parmeshwari Prasad Gupta, AIR 1968, Delhi; see also Parmeshwari Prasad Gupta Vs. Union of India (1974)
On the basis of the above, answer to the first question is that the meeting and proceedings both are quite valid. Answer to the second question is that the Board of Directors are quite competent to ratify the decisions at a later regularly constituted meeting of the Board. The ratification in this case will relate back to the date of the act ratified.
Advise the company with reference to the relevant provisions of the Companies Act about sending notice of board meetings to the following Directors:
(i)Mr. Rohit, a Director, states that he will not be able to attend the next board meeting.
(ii) Mr. Bipin Ram goes abroad for four months from 4.1.1999 and an alternate
Director has been appointed in his place.
(iii)Mr. James is a Director residing abroad representing the foreign collaborator
and the Articles of Association of the company provide for sending notice to
such Directors.
According to Section 286 of the Companies Act, 1956 notice of every board meeting shall be given in writing to every Director for the time being in India and at his usual address in India to every other Director.
(i)Notice should be given even if Mr. Rohit expressed his inability to attend the next Board meeting. Otherwise Section 286(1) will be violated. [In re: Portuguese Consolidated Copper Mines Ltd. (1889) 42, Ch. D. 160 (CA)].
(ii) Although there is no legal precedent in this regard, it would be a prudent practice (under Section 286) that notice should be served to both, the alternate. Director as well as the original Director Mr. Bipin Ram, who is outside India, at his usual address in India.
(iii)In the case of a company having foreign collaboration, Articles generally provide that notice ofBoard Meeting should be sent by Air Mail. But a question crops up whether such provision is valid, as Section 286 (1) requires service of such notice to a Director to be sent at his usual address in India.