The Board Meeting of Western India Fertilizers & Chemicals Ltd., an unlisted public company, with Registered Office at Mumbai, was called at 6.00 p.m. on Sunday, the 2 nd April, 2023 at Shimla after issuing due notic

According to Para 1.2.2 of SS-1, the board meeting could be held at any place, on any day and at any time. Hence, conducting the meeting away from Registered Office at Shimla on a Sunday at 6.00 pm is in order. As per Para 3.3 of SS-1, directors participating through electronic mode are also counted for quorum. However, Para 3.1 of SS-I stipulates that Quorum shall be present not only at the time of commencement of the Meeting but also while transacting business. In this case, the quorum is 1/3rd of current strength of the board (rounded off to the next higher number) or 2 directors whichever is higher. Hence, the quorum of 4 was present at 6.00 pm when the board meeting started. However, as the quorum for voting on resolutions was not present due to communication problems, the chairman cannot proceed with the Board Meeting and the resolutions thereat can't be passed at the meeting. According to Section 174 of the Companies Act, 2013 read with Para 1.1.2 of SS-1, the chairman is required to adjourn the board meeting with the concurrence of the other director present in person at the meeting, to the next week, same place, same day. Hence, all the board resolutions passed without valid quorum are void.