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
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
rights of the Investor as
contained therein, the Investor has an affirmative
vote on certain matters as enumerated in the
Investment Agreements, whether such matters ... Investor Securities to
the Promoter and/or its nominees all the
affirmative voting rights of the Investor under the
=====================================================================.
FAO(OS)(Comm). No.102/2016
terms of Clauses 3.3.9 and 3.4.1 of the SHA, an affirmative
vote of the nominee director of the appellant in the Board of Directors ... further submits that the appellant has
waived the requirement of an affirmative vote by conduct under the SHA.
10. Matter was heard on 16th September
could be taken by
the Board on fundamental issues without the affirmative vote of all
the Directors present in the meeting which fundamental issue also ... documents of the company could take
place unless there was an affirmative vote of the shareholders of
the company present at the meeting. The termination
meeting of Board of Directors unless there is one affirmative vote by a director designated by the petitioner and a director appointed by Usha Page ... represents Usha Services and Consultants Pvt. Ltd and, therefore, one affirmative vote of it's director is required for passing of any resolution specified
xxxx xxxx xxxx
4.5.4 Voting
At any Board Meeting, each Director may exercise one
(1) vote Except in respect of Affirmative Vote Items, the
adoption ... resolution of the Board shall require
the affirmative vote of a majority of the Directors
present at a duly constituted Board Meeting. The Board
shall
nominee
director of the Petitioner would be entitled to exercise affirmative
vote in terms of the Articles of Association of Respondent No. 1
company ... directed that no action which requires the affirmative
vote of the nominee Director of the Petitioner will be taken without
such affirmative vote.
7. Independent
prevent any violation of the provisions
of this agreement.
(x) The affirmative vote of the petitioners is required on various
matters in relation ... Appointment of Auditors, Architects, Project Managers/
Consultants/Contractors, the affirmative vote of the petitioners is
mandatory but however, the aforesaid appointments were made
inspite
action, as the case may be, is
approved by the affirmative vote of all the
Shareholders Directors. Except for matters relating to
Fundamental issues ... matters
relating to Fundamental Issues, specified below, shall
require the affirmative vote of the authorised
representative of each of the shareholder..."
(Emphasis supplied)
Similarly
