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2012 (6) TMI 496 - HIGH COURT OF BOMBAYMeetings - Quorum - plaintiff has contended that there was no quorum upon she having left the board meeting and, hence, no business could be transacted – Held that:- plaintiff did attend the board meeting on 6-8-2009. Having attended the board meeting, it was the plaintiff’s bounden duty as a director and consequently as an agent of the company to go through the businesses which were sought to be transacted thereat. The plaintiff would have then been entitled to vote against the resolution sought to be passed and the resolution could not have been passed by a unanimous vote as required by the Articles of Association of the company. The plaintiff has called upon the Court to do what she could have done but failed to do. business transacted cannot be challenged Alternative director - defendant No. 12 who was the other Director present at the meeting could not have remained present as director. He was an alternate to the defendant No. 2. He was appointed when defendant No. 2 was to leave India. Defendant No. 2 is stated to be carrying on business in Singapore. After his appointment, defendant No. 2 returned to India, but had not attended any board meetings thereafter – Held that:- provision in section 313 with regard to the absence of the director from the State in which the meetings of the board are ordinarily held until the director returns to the State in which the meetings of the Board are ordinarily held as set out in sub-sections (1) and (2) thereof respectively would show not only a temporary return, but an intention to stay in that State so as to able him to transact the business of the company in the State where board meetings are ordinarily held. If a director such as defendant No. 2 merely comes to the State and leaves India again he would not be able to transact business. Hence, the alternate director would require to continue until the director appointing him would have continued. In instant case it would be permanently or until defendant No. 2 resigns or is removed is as director or otherwise vacates office under section 283. even if defendant No. 2 came to India for a week on his holiday or to visit his family, the defendant No. 12 would ipso facto vacate his office is wholly unacceptable.
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