Appellate Tribunal ought to have deleted the requirement of an
affirmative Vote in the hands of select Directors under Article 121
or at least ought ... have restricted the affirmative vote to matters
covered by Article 121A.
5
1.5 In addition to C.A.Nos. 13 and 14 of 2020, Tata
votes, each director having one vote, and in case of an equality of votes, the chairman shall have a second or casting vote. However ... inter alia a decision of the board of directors requires the affirmative vote of a nominee director of the petitioners. Besides, Article 159B provides that
policy decisions of the target company by virtue of its
'affirmative vote'. She also holds that the appellant would be having veto rights ... paid equity share capital of the
Company, the affirmative vote of the Investor Director shall be required in a
meeting of the Board
plaintiff
bases its case is as under:-
"8. DECISIONS BY AFFIRMATIVE VOTE
8.1 Notwithstanding what is contained in Section 16 .12, the
Parties agree ... Company, the following decisions of the
Company shall be made by Affirmative Vote:
(a) any sale or other disposal of the whole or any
substantial
Insolvency) No. 137 of 2017
4
provided certain matters as 'affirmative vote matters' is inter alia to put
restrictions on the powers ... purported decision to file the
application is squarely covered by affirmative vote matters for which, as
per Article 9.1 , prior written consent of the Appellants
respondent in releasing the amount without seeking an affirmative vote of the petitioner nominees in terms of Article 30 amounts to complete breach ... fiduciary duties. In terms of the said article, affirmative vote of the nominees of the petitioners is required for any release/adjustment of any amount
taken up by the Company in General Meeting without the affirmative vote of C.G.Holdings;
(iii) amend the Articles of Association of CEPL ... decision on the matters stated in clause 12.3 shall require an affirmative vote from ORE and no resolution in relation to the same shall
parties, in terms of which Mr. Aditya
Ahluwalia had an affirmative vote in matters relating to the company. It was
under the same JVA that ... Patel was decided. Despite Clause 6.2 of the JVA
giving an affirmative vote to Mr. Aditya Ahluwalia at the Board meeting
held on 31st October
corporate activity. The
mere fact that an amendment requires an affirmative vote from
the VCPL is only indicative of the fact that it wants ... knowledge and approval. By
no stretch of logic, can such an affirmative vote confer positive
or effective control over day to day working
budget,
provided decisions on governance of the Consortium entailed
an affirmative voting percentage of 71%. In other words, if
the IPMT could not decide upon ... agreement. That the parties were
wrangling over the percentage threshold of affirmative voting; that there
had been no closure on Article
