Sec 289(1)

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Biju P (Querist)
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24 November 2011 Sec 289(1) While calcuating majority of Directors for circular resolution do we need to include the directors who are abstain from voting by not returning the circular resolution or returning the circular resolution without signing .

RG - A Helping Hand

RG - A Helping Hand (Expert)
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24 November 2011 No you cannot include them in majority.

How can you include a person who has not returned the circular resolution or returning the circular resolution without signing?

Biju P

Biju P (Querist)
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24 November 2011 Suppose a company has 9 directors on its board. all are from India. Out of this 9 directors six are responded to the circular resolution , four directors signed in favour and remaining against it . How we will take the majority. Do we need to consider six directors for taking majority or all directors who are entilted to vote but bastain from voting . The CA institute has answered by taking all directors and I think it is not correct way of annswering Sec 289(1)

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RG - A Helping Hand

RG - A Helping Hand (Expert)
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25 November 2011 There are 2 ways of passing resolution u/s 289:
1. Approved by all the directors as are then in India;
2. By a majority of such of them
All must be entitled to vote on the resolution i.e. they should be dis-interested.

ICAI is right.

Biju P

Biju P (Querist)
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25 November 2011 Hi Biju here, I have one more doubt. There are 9 directors on board and all are from India. But 4 directors are disinterested. three are voted in favour and 1 is against it. My question is while calculating majority do we need to include 9 directors or 4 directors. Please answer this and next doubt is the quorum required is for this section is as per Sec 287(2) which will be dis interested directors. Am I right?