Total strength of Directors

The proviso to Section 287(2) cannot also be availed of as the interested Directors, who are three, are not equal to or more than two-thirds of the total strength of Directors. The figure representing two-thirds will be 4 by rounding off fraction, if any. Hence, it can be assumed that the allotinent made at the Board meeting will not be valid.
As per Section 288 of the Companies Act, 1956 if a meeting of the Board could not be held for want of quorum, then unless the Articles provide otherwise, the meeting shall automatically stand adjourned to, the same day in the next week, at the same time and place or if that day is a public holiday till the next succeeding day which is not a public holiday.
Sub-section (2) of Section 288 further provides that the provisions of Section 285 shall not be deemed to have been contravened merely by reason of the fact that meeting of the Board which has been called in compliance with the terms of that section, could not be held for want of quorum.
©. According to Section 286 of the Companies Act, 1956, notice of every meeting of the Board shall be given in writing to every Director in India and to every other Director at his usual address in India. As this is a compulsory requirement, failure to do so will make the meeting and the resolution passed at the meeting null and void. [Kllldip Singh Dhillon Vs.
Paragon Utility Financiers (P) Ltd.’”(1988)
The Companies Act contains no provision either specifically permitting
or prohibiting inspection by the shareholders of the minutes of the meet
XYZCompany Limited calls a meeting of the Board of Directors without giving notice to Directors as required under the Companies Act, 1956. The meeting is attended by all the Directors. None of the Directors of the company objected to the absence of notice. The proceedings of the meeting are ratified later by the Board of
I Directors at a regularly constituted meeting.
Decide giving reasons for your answer whether:
(i) the meeting and the proceedings are valid?
(ii)the Board of Directors are competent to ratify at a later meeting the above
proceedings