The Articles of Association of Shabari Clinkers Limited provides that a meeting of the Board of Directors be held in Udupi, Karnataka. A meeting of the Board of Directors was convened and held in Dwaraka, Gujarat. Examin

Answer 3(d) In the case of Aidqua Holdings (Mauritius) Inc. v. Tamil Nadu Water Investment Co. Ltd. and Others (2008) 83 CLA 352 (CLB) , it was held that if Articles provide for a specific place/city in which the meetings should be held, the meetings should be held only at that place/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. The same are liable to be set aside, because the decisions cannot be validated by any belated amendment of the Minutes of the Board Meeting at which the decision to hold the Board Meeting elsewhere may be purported to have been taken. In the light of the above discussion, the meeting of the Board of Directors of Shabari Clinkers Limited held in Dwaraka instead of in Udupi lacks validity and the decisions taken thereat cannot be put into operation.