The Board of Directors of the company at its meeting held on 4th April

The Board of Directors of the company at its meeting held on 4^th April, 1998 decides by a resolution that Mr. A be appointed as the Managing Director of the company for a period of 5 years effective from 1^st June, 1998 and paid remuneration by way of salary, commission and perquisites in accordance with Part II of Schedule XIII of the Companies Act, 1956. The Board further directs the Secretary of the company to file necessary returns with the Registrar of Companies and to

take all steps necessary in this regard. [May, 1998]

4. Advise the company with reference to the relevant provisions of the Companies

Act about sending notice of Board meetings to the following Directors:

(i) Mr. Rohit, a Director, states that he will not be able to attend the next Board

meeting.

(ii) Mr. Bipin Ram goes abroad for four months from 4.1.1999 and an alternate

Director has been appointed in his place.

(iii) Mr. James is a Director residing abroad representing the foreign col

laborator and the Articles of Association of the company provide for

sending notice to such Directors. [May, 1999]

5. Draft a Board resolution to give effect to the following decision taken by the Board of Directors of M/ s Henderson Gem and Company Limited:

The Board is dissatisfied with the performance of Mr. Indra Sen, Managing Director and has decided to terminate his contract of service from 1.6.1999 and to pay compensation for loss of office. He had been appointed as Managing Director for a period of three years with effect from 1.1.1998.

[May, 1999]

6. A Public Company proposes to appoint Shri Ram as Additional Director and Shri Gopal as a Director in the casual vacancy by resignation of the Office of Director by Shri Mohan. Draft suitable resolutions for the appointment of Shri Ram and

Shri Gopal as directors. [November, 1999]

7. The Board of Directors of M/ s Infotech Consultants Limited, registered in Calcutta, proposes to. hold the next Board meeting in the month of May, 2000. They seek your advice in respect of the following matters:

(i) Can the Board meeting be held in Chennai, when all the Directors of the

company reside at Calcutta.

(ii) Whether the Board meeting can be called on a public holiday and that too

after business hours as the majority of the directors of the company have

gone to Chennai on vacation.

(iii) Is it necessary that the notice of the Board meeting should specify the nature

of business to be transacted? [May, 2000]

8. Accurate Acrs Ltd. maintains the Minutes Book of the Board Meetings in looseleaf system and get them bound once in three months. Can it do so? Board meetings were held on 24^th March, 2000 and 15^th April, 2000. Mr. Rameshwar, who was the chairman of these two Board Meetings died on 1.5.2000, without signing the Minutes. How should the Minutes be signed and by whom?