The Board of Directors of Fast Limited decided at their first Board meeting that every year, the board meeting shall be scheduled on the four dates, viz. 10 th April, 10 th July, 10 th September and 10 th January, with a

CS Professional · Advanced Company Law and Practice · PYQS · June 2019
The Board of Directors of Fast Limited decided at their first Board meeting that every year, the board meeting shall be scheduled on the four dates, viz. 10 th April, 10 th July, 10 th September and 10 th January, with a view to enable the directors to plan their other activities. This was unanimously agreed to by all the directors and was recorded in the minutes of the meeting. (ii) An item business not included in the agenda item was taken up by one of the directors. Can Rahul refuse to take it up for discussion ?

Answer & Explanation:

Clause 1.3.10 of the SS-1 further provides that any item of business not included in the agenda may be taken up for a consideration with the permission of the chairman and with the consent of a majority of the directors present in the meeting, which shall include at least one independent director, if there is one. Thus, where majority of the directors including one independent director consent to the inclusion of the subject and the chairman has no objection, Rahul cannot refuse to take up the subject to discussion.

Topics: Corporate Governance

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