https://www.taxtmi.com/caselaws?id=98936 A company may increase the strength of its board by the very resolution appointing additional directors, and no separate prior resolution under section 258 is necessary. A notice and explanatory statement for special business complies with section 173 when, read together, they disclose the material facts and proposed appointments, and lack of proper challenge on the pleadings will matter. Section 264(1) was treated as directory rather than mandatory, so fresh written consent was not a condition precedent to reappointment of additional directors. A suit challenging such resolutions is not barred by the internal management rule where statutory non-compliance or invalidity is alleged. en-us Tue, 27 Jul 1971 00:00:00 +0530 Tue, 24 Jan 2012 16:27:42 +0530 TaxTMI RSS Generator https://www.taxtmi.com/caselaws?id=98936 A company may increase the strength of its board by the very resolution appointing additional directors, and no separate prior resolution under section 258 is necessary. A notice and explanatory statement for special business complies with section 173 when, read together, they disclose the material facts and proposed appointments, and lack of proper challenge on the pleadings will matter. Section 264(1) was treated as directory rather than mandatory, so fresh written consent was not a condition precedent to reappointment of additional directors. A suit challenging such resolutions is not barred by the internal management rule where statutory non-compliance or invalidity is alleged. Case-Laws Companies Law Tue, 27 Jul 1971 00:00:00 +0530 https://www.taxtmi.com/caselaws?id=98936