Section 287

This query is : Resolved

BHATT BHAGYASHREE B. (Querist)
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12 January 2012 There are 12 Directors in a Company. There is a provision in AoA that quorum required for B.M. would be min. 5 directors but applying provisions of section 287 min quorum required would be 4. Now, if any resolution has been passed in presence of 4 directors then will it be a valid resolution??

CS Ankur Srivastava

CS Ankur Srivastava (Expert)
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12 January 2012 In this case Articles are to be amended and provision of 1/3rd or 2 is to be incorporated in the Articles.

Because section 287 does not provides that Articles can provide otherwise.

Otherwise, any business transacted without quorum is not valid.

CA VISHAL RANA,CS,B.Com,AMFI

CA VISHAL RANA,CS,B.Com,AMFI (Expert)
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12 January 2012 Agree with expert.

Make amendment in Articles by make correction in relevant clause.

Because provison of sec 287 prevail over the articles.

Charu Srivastava

Charu Srivastava (Expert)
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12 January 2012 It is open to the Company to indicate by its articles higher not lower number in constituting Quorum.

Amrit Kaur Puri vs Kapurthala flour oil& General Mills Co. P Limited.

Parashar

Parashar (Expert)
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13 January 2012 Charu is correct, Articles provide for more than statudtory limit but not lessr than.