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
Articles of the company, which clearly laid down
that any affirmative vote of at least one Director of Draeger
Crl. M.C. Nos.1942/2004
Group. Article 43A specifically postulates that an
affirmative vote of at least one „A‟ Director (SKG group) and one „B‟
CP No.62/2008 Page
with respect to
the matters listed out thereunder "without the affirmative vote of the
Investor Director", i.e., CPI. The matters listed
Directors or Committee thereof shall be decided by a majority of votes and further provided that no resolution will be passed by the Board ... such Directors have waived in writing the requirement of their, respective affirmative votes and among 14 matters enunciated therein, exports and major changes in marketing
Directors;
h) direct that no Resolution be passed without the affirmative vote of the Petitioners;
i)direct that quorum for no Board/General meeting
passed at a meeting of the board of directors,
without an affirmative vote of at least one director
appointed by the sixth respondent. Nevertheless
provide for
„Reserved Matters‟ requiring the Appellants‟ nominee
director‟s affirmative vote on critical maters that include, inter
alia, "Sale, Transfer, assignment, mortgage, pledge
meeting. (3) Decisions of the Authority shall be, by unanimous affirmative vote of the members present and voted. If there is any difference of opinion
meeting. (3) Decisions of the Authority shall be, by unanimous affirmative vote of the members present and voted. If there is any difference of opinion
