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2016 (7) TMI 785 - Board - Companies LawHolding a Board meeting and passing resolutions by preventing the applicant and his mother participate in the Board - video conferencing not provided - Held that:- As gone through the entire rules 3, as understood that this rule is meant for providing video conferencing, indeed it is the duty of the directors convening the Board meeting to inform the other directors regarding the options available to them to participate in the video conferencing mode or other audio video mode or other options available to them to participate through video conferencing or other audio video means. In fact it is the obligation upon the directors convening the meeting to provide every facility to the directors asking video conference and enable them to participate in the Board meeting. Sub-rule 3(e) only says that if intimations is given at the beginning of the calendar year that will remain valid for the entire calendar year, it is not said anywhere that if it is not given at the beginning of the year, video conference is not to be provided in that calendar year, therefore, it does not mean that the directors are not entitled for video conferencing if intimation is not given at the beginning of the calendar year. It is needless to say when a provision is read, it has to be read wholly and not in pieces, therefore, no merit in the argument of the respondents counsel saying that video conferencing is not provided because no intimation is given at the beginning of the calendar year. It is no doubt true that upon demise of the one of the directors from B group, the Board equation has been changed, for which R2(e) has already filed an application and the same is pending before this Bench. R2(e) should have pursued for hearing instead of adopting this method to balance the equation in the Board. In view of the same, hereby believe that holding a Board meeting and passing resolutions by preventing the applicant and his mother participate in the Board is not fair, therefore, as hereby stay the operation of the resolutions passed in the Board meeting held on 4-6-2016 and also to withhold passing resolutions in respect to Item 2 and Item 3 of the Board meeting scheduled to be held at 3 p.m. on 22-6-2016 until further orders in this CP.
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