Casting vote by a chairman (Appointment of director).
This query is : Resolved
10 September 2010
Dear Expert,
What is a casting vote/second vote by chaiman? We have a public ltd co. in which there are three directors (2 directors and 1 chairman). In case 2 directors vote in board meeting that I (son of 33% shareholder in this co) should be offered to become director, then chairman can deny in board meeting? Can resolution be passed in board meeting that by recommendation of 2 directors (even though chairman opposes) I become director in co.?
What is a casting vote/second vote by chaiman? We have a public ltd co. in which there are three directors (2 directors and 1 chairman). In case 2 directors vote in board meeting that I (son of 33% shareholder in this co) should be offered to become director, then chairman can deny in board meeting? Can resolution be passed in board meeting that by recommendation of 2 directors (even though chairman opposes) I become director in co.?
11 September 2010
Dear Disha,
Casting Vote/Second Vote is an authority given to the chairman of the Board Meeting to resolve the matter in case there is an equality of vote by in favoure/in opposition of a motion moved in a meeting.
However the same is subject to the provision in the Articles of Association of the Company (unless the articles otherwise provide or expressly excluded, Clause 54 of Table A of Schedule I of the Companies Act, 1956 shall apply to every Public Limited Company having share capital).
In your case as the majority of vote is in favour of your appointment (two out of there directors) and therefore absence of equality of votes, chairman cannot cast his casting /second vote against the resolution (i.e. cannot deny the offer of your appointment).
Pls. refer Clause 54 of Table A of Schedule 1 of the Companies Act, 1956.
Casting Vote/Second Vote is an authority given to the chairman of the Board Meeting to resolve the matter in case there is an equality of vote by in favoure/in opposition of a motion moved in a meeting.
However the same is subject to the provision in the Articles of Association of the Company (unless the articles otherwise provide or expressly excluded, Clause 54 of Table A of Schedule I of the Companies Act, 1956 shall apply to every Public Limited Company having share capital).
In your case as the majority of vote is in favour of your appointment (two out of there directors) and therefore absence of equality of votes, chairman cannot cast his casting /second vote against the resolution (i.e. cannot deny the offer of your appointment).
Pls. refer Clause 54 of Table A of Schedule 1 of the Companies Act, 1956.
Message likes :
1 times
11 September 2010
Hi Santosh,
Also please advise:
There are equity shares in the name of my mother and HUF of my father. Both of them have expired. But I do not have probate yet. Co had asked for probate for transmitting shares in my name. So in the board meeting if 2 out of 3 directors favor that shares be transmitted without probate, is it acceptable. or chairman can deny on this?
Also please advise:
There are equity shares in the name of my mother and HUF of my father. Both of them have expired. But I do not have probate yet. Co had asked for probate for transmitting shares in my name. So in the board meeting if 2 out of 3 directors favor that shares be transmitted without probate, is it acceptable. or chairman can deny on this?
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- STCG....................................................
- Section 54F - Exemption on LTCG in 2026 for HP purchased in 2023
- TAN for Partnership
- Sales return eway bill
- AMOUNT RECEIVED UNDER COMPULOSRY ACQUISITION OF AGRICULTURAL LAND
- STCG FOR GOLD ETFs
- Specified Profession
- Suggestions required for income tax filing-software (FY 2025-26)
- GST ON DAMAGED GOODS
- CA IPCC Registeration in 2012, Is my registration Active or Expired
- Free lancer income
- Long Term Service award taxability in hands of company
- Standard Deduction claim for EPFO Pension and ICICI Prudential Life Annuity
- Sales amount in Gstr1
- CG after sale of flat
- E Commerce GSTR1 & 3B how to file
- Nomination of Bank for refund in itr 2
- GST Cancellation without jurisdiction
- Legal Opinion on Registrar's Refusal to Investigate a Society for Non-Renewal and Non-Compliance
- GST Refund_RFD-01
Trending Online Classes
-
DT & Audit (Exam Oriented Fastrack Batch) - For May 26 Exams and onwards Full English
CA Bhanwar Borana & CA Shubham Keswani
Subscribe to Pro
Join an elite circle of professionals
CAclubindia
