The Board of Directors of Oriental Ltd. have unanimously decided and resolved to incur capital expenditure of ₹ 20 crore on purchase of immoveable property for business of the Company. Out of that, it was contemplated to

Any resolution passed by the Board of Directors of the Company shall be deemed to be effective from date of passing of such resolution or date as may be mentioned in the said resolution. Section 118 of the Companies Act, 2013 provides that Minutes of meetings of Board of Directors is required to be prepared, signed and kept within 30 days of the conclusion of the meeting. It should be signed by the Chairman of the said meeting or the Chairman of the next succeeding meeting. The Karnataka High Court in Karnataka Bank Ltd. vs. AB Datar observed that there is no provision in the articles of association or in the Companies Act requiring the minutes to be confirmed before they are acted upon. The implementation of the decisions of the board of directors cannot be deferred till the Minutes are confirmed at a subsequent meeting. The confirmation of Minutes is only to ensure correctness of the recordings of the Minutes. Hence, confirmation of minutes is not necessary before implementation of resolution. As such, the said advance, may be paid as decided by the Board in its meeting.