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1.7 At the board meeting held on 27.04.2007 six directors were present, out of, whom only two directors attended the board meeting held on 27.07.2007, on which date the Chairman sought to ascertain if any director has comments on the minutes of the board meeting of 27.04.2007. The comments of other directors including the Chairman who presided over the board meeting on 27.04.2007 were not received. The IDBI nominee, who did not participate, could not know any mistake in the minutes of the board meeting dated 27.04.2007. The applicant's nominee in his e-mail pointed out that no resolution was passed at the board meeting on 27.04.2007 fixing the venue of the next board meeting on 27.07.2007 at Tirupur. Therefore, these two out of six directors cannot amend the minutes dated 27.04.2007. Consequently, the minutes of the board meeting 27.04.2007 as amended on 27.07.2007 to the effect that the annual general meeting was due to be convened in July and hence the next board meeting could also be held on the same date at Tirupur and the board delegated the decision to fix the date of annual general meeting and the board meeting to Mr. Sameer Vyas are not in consonance with article 190. The amended resolution amounts to afresh resolution, which cannot be retrospectively applied. Hence, none of the resolutions passed at the board meeting held on 27.07.2007 can be implemented.

5. Clause 190 of the articles of association of the Company provides, inter-alia, that board meeting will be held primarily either at Chennai or Mumbai or at such other place as may be mutually decided upon by the board of directors. The natural or ordinary interpretation of this clause would show that any board meeting of the Company will essentially be held either at Chennai or at Mumbai. However, with mutual consent of the board of directors, the board meeting may be held at any other place. It is, therefore, far from doubt that the board of directors must mutually decide to hold any board meeting at a place other than Chennai or Mumbai. The minutes of meeting of the board of directors of the Company dated 27.04.2007 discloses that Shri S. Venkataraman (Chairman), Shri Sameer Vyas (Managing Director); Shri Faizal N. Syed, Shri Ravi Parthasarathy; Shri K. Deenabandu; and Shri R.V. Rao (Directors) were present at the board meeting, wherein among other things, the following resolution was found to be passed:

RESOLVED to approve the draft notice convening the Annual General Meeting and authorise the Mr. Sameer Vyas, Managing Director to convene the Annual General Meeting at Tirupur on a convenient date in consultation with the Chairman.

6. It observed from the above resolution that the board authorised the managing director to convene the annual general meeting at Tirupur on a convenient date in consultation with the Chairman. This resolution does not even whisper about any decision of the board to hold the next meeting at Tirupur. In this connection, a series of e-mail communications between the applicant's nominee and the Company Secretary of the Company, which form part of the present company application assumes relevance. The communication dated 24.05.2007 would show that the annual general meeting and next board meeting were proposed to be held at Tirupur, based on the discussions at the board meeting held on 27.04.2007. The board while considering the agenda item on fixation of the date of the annual general meeting decided that the date for the annual general meeting can be fixed in such a way that it would be contemporaneous with the next board meting. The board further authorised the managing director to fix up the date of the annual general meeting. As the annual general meeting was required to be held at Tirupur as per the articles of association, a board meeting was also fixed at Tirupur. The communication dated 29.06.2007 categorically states that when the matter of fixing a date for the annual general meeting was discussed by the board at the meeting held on 27.04.2007, one of the directors suggested that the next board meeting could be held at Tirupur, since the annual general meeting was to be held at Tirupur. Thus, the board of directors after deliberations decided to hold both the annual general meeting and the board meeting on 27.07.2007 at Tirupur. The communication dated 13.07.2007 of the Company Secretary reads thus: "At the board meeting held on 27th April 2007, it was decided that the AGM would be held in Tirupur during the month of July and that since the next Board meeting was also required to be held for the July-September quarter, both the meetings, namely, the AGM and the Board meeting could be held contemporaneously during the month of July at Tirupur. The Board had accordingly authorised Mr. Sameer Vyas to fix the date for the AGM/Board meeting during July at Tirupur. None of the Directors had expressed their dissent with regard to this. Consequently, the date for the AGM and the Board meeting has been fixed to be held on the 27th of July 2007 at Tirupur."

The Board also noted the letter dated July 13, 2007 from Mr. Faizal Syed that he had no recollection of any Board resolution being passed in the Board meeting held on April 27, 2007 to the effect that the next Board meeting would be held in Tirupur. In this regard, the Board recollected its discussion at the Board meeting held on April 27, 2007 that the next Board meeting be held contemporaneous with the Annual General Meeting at Tirupur in July and the fact that the decision to fix the date of the AGM and the Board Meeting was delegated to Mr. Sameer Vyas. The Board also discussed that even earlier, in September 2004, the Board meeting of NTADCL had been held on the same day along with the AGM in Tirupur. The Board was surprised that when Mr. Faizal Syed had not objected to the said discussions at the aforesaid decision at the Board meeting held on April 27, 2007, there should be subsequent objection thereto on the basis that he did not recollect that decision being taken. The members of the Board who were present at the meeting held on April 27, 2007 discussed the matter and recollected that this matter had been discussed and decision taken to hold the Board meeting on the same date as that of the AGM at Tirupur as a mater of convenience. The Board also noted the error in not recording the above decision of the Board at its meeting held on April 27, 2007 in the finalised minutes of the meeting, and accordingly decided to amend the minutes of the Board meeting of April 27, 2007 to include the following: 'It was decided that since the AGM was due to be convened in July, the next Board meeting could also be held on the same date at Tirupur and the Board delegated the decision to fix the date of the AGM and the Board meeting to Mr. Sameer Vyas'.