Alchema Infratech Ltd, is a leading Execution, Procurement and Construction (EPC) company specializing in construction of national highways, expressways, railway tracks and other civil infrastructure projects and has a p

As per SS-1, any Director of a company may, at any time, summon a Meeting of the Board, and the Company Secretary or where there is no Company Secretary, any person authorised by the Board in this behalf, on the requisition of a Director, shall convene a Meeting of the Board, in consultation with the Chairman or in his absence, the Managing Director or in his absence, the Whole-time Director, where there is any, unless otherwise provided in the Articles. In case an oral requisition is received from a Director for convening a Meeting and a written requisition does not follow, such requisition should be put in writing forthwith by the Company Secretary or the person authorised by the Board in this behalf, and placed before the Chairman/Managing Director/ Whole-time Director, as the case may be, with a copy to the Director concerned who has requisitioned such Meeting. (i) Numbering of meetings: As per para 1.2.1 of SS-1, every Meeting shall have a serial number. Hence, objection is valid. (ii) Delivery of Notice: As per para 1.3.1 of SS-1, notice in writing of every Meeting shall be given to every Director by hand or by speed post or by registered post or by facsimile or by e-mail or by any other electronic means. Where a Director specifies a particular means of delivery of Notice, the Notice shall be given to him by such means. As the courier is not specified in SS-1, and nothing is specified by the Directors regarding a particular means of delivery of Notice. Hence, objection is valid. (iii) Board Meeting on Public Holiday: As per para 1.2 of SS-1, the Board Meeting may be convened on any day including the public holiday, unless the Articles provide otherwise. Hence, objection is not valid. (iv) Time of Meeting: As per para 1.2.2 of SS-1, a meeting may be held at any time. However, this should be practically construed to mean a convenient time. As detailed deliberations are expected to take place in Board Meetings, it is desirable to have Meetings during working hours, though the Meeting may continue beyond working hours. Hence, in view of this, objection is valid. (v) Venue of Meeting: A Meeting may be held at the Registered Office of the company or at any other place, including a remote place. A Meeting may be held in India or abroad. In case the Articles provide for a specific place or city in which the Meetings should be held, the Meetings should be held only at that place or city. If a Meeting of the Board is held elsewhere, contrary to such clause in the Articles, none of the decisions taken by the Board at such Meeting can be put into operation in any manner. As the Articles of the company are silent. Therefore, meeting can be held at any place. Hence, objection is not valid.