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
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
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
about the decision, initiate CIRP against the Corporate
Debtor (ii) no affirmative vote of the nominee, director of the NSL was taken
prior to/during ... passing the board resolution dated 30.03.2017, the necessity of
obtaining the affirmative vote of the nominee director of the Nizam Sugars
Ltd (NSL). The fraud
Under the Article of Association, the
Appellant has various affirmative voting rights in relation to the affairs of
the Corporate Debtor. Without affirmative vote rights ... Insolvency) No.142 of 2024
-7-
26.05.2016 was without any affirmative vote of Nominee Director of the
Appellant in the Board. There being no affirmative
shall carry a serial
number.
If any special majority or the affirmative vote
of any particular Director or Directors is
specified in the Articles ... passed only with the assent of such special
majority or such affirmative vote.
An Interested Director shall not be entitled to vote.
For this purpose
development of the Project. Further, it is submitted that the affirmative vote
items include several matters about the underlying conduct of business itself,
such ... deemed a related
party.
9. The Appellant submits that the affirmative vote items demonstrate
substantial control over the technical matters, including the very choice
mention that action on
important matters should be taken only by affirmative
vote 3(three) or more directors, but there must be included ... Association' of the 'Corporate Debtor' provides
for an affirmative voting right to protect its investment and envisages no
control to the Appellant
without any outside interference. The various Articles also provide for two affirmative votes from each group on various important matters. Therefore, unless both the groups ... violation of Article 58 according to which there should be two affirmative votes from both Groups 'A' and 'B' for borrowing
