TMI Blog2016 (7) TMI 785X X X X Extracts X X X X X X X X Extracts X X X X ..... irectors 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... int Managing Directors of R1 held a Board Meeting on 4-6-2016 and passed resolutions to select a Company Secretary and appointing one B.K. Gupta as additional independent Director in the absence of the applicant and his mother who have been continuing as directors on the Board. 3. The counsel states, the applicant is, in fact, one of the joint managing directors and one Ravindra Chaddha is an independent director on the Board, He further submits, that the applicant, on 28-5-2016, received a notice R2(e) proposing a Board meeting to be held on 4-6-2016 to select a Company Secretary and to deal with any other matter with the permission of the Chair. The applicant and his mother, by that time having already been scheduled to travel overseas ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... the place of Board meeting to arrange video conferencing through Skype. But whereas R2(e) having determined not to allow the applicant and his mother participate in the Board meeting, disconnected Skype facility arranged by the staff of the applicant. When R2(e) started to proceed with holding Board meeting, the independent director Ravindra Chaddha raised objection to pass resolutions for selection of Company Secretary in the absence of other two directors and also to pass a resolution appointing B.K. Gupta as Additional Director when such Agenda is not present in the Agenda items dated 28-5-2016. He raised this objection for appointment of B.K. Gupta as additional independent director because the proposal for his appointment was not refl ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... 2-6-2016 and also for stay of the operation of the resolutions passed in the meeting dated 4-6-2016. 5. When this Bench has asked the counsel of R2(e) as to why video conferencing was denied to the applicant and his mother to participate in the Board meeting held on 4-6-2016 he has reasoned it out saying that Rule 3 of the above Rules mandates that whoever desires to participate in video conferencing shall intimate his intention of participation through the electronic mode at the beginning of the calendar year to make it valid throughout that calendar year. He says, for there being no intimation from the applicant at the beginning of the calendar year, if at all the applicant and his mother are permitted to participate through electronic ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... mands of the statute. By these resolutions, the petitioners (applicant and his mother) are not prejudiced and their interest in the company is not affected, therefore, this applicant is liable to be dismissed. He also submits he already moved CA (T) 72/CII/16 on 25-2-2016 for appointment of anyone amongst group B as director of R1 company to balance the Board and the same is pending before this Bench. 7. On hearing the submissions of either side, it appears to me that R2(e), on 30-5-2016 assured the applicant and his mother that he would provide video conferencing facility to participate in the Board meeting to be held on 4-6-2016. With that assurance, the applicant and his mother left overseas on 1-6-2016, hut whereas, soon after they l ..... X X X X Extracts X X X X X X X X Extracts X X X X ..... ire 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, I do not find any 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. 10. 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 ..... X X X X Extracts X X X X X X X X Extracts X X X X
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