Dear Can u pls. guide me quickly for below given query??
Can Act orverride MOA & AOA???
As the Act says like this for Section 289
289. PASSING OF RESOLUTIONS BY CIRCULATION.
No resolution shall be deemed to have been duly passed by the Board or by a committee thereof by circulation, unless the resolution has been circulated in draft, together with the necessary papers, if any, to all the directors, or to all the members of the committee, then in India (not being less in number than the quorum fixed for a meeting of the Board or committee, as the case may be), and to all other directors or members at their usual address in India, and has been approved by such of the directors as are then in India, or by a majority of such of them, as are entitled to vote on the resolution.
Whereas the articles of our Company have following clause.
185. No Resolution by circular shall be deemed to have been duly passed by the Board or by a Committee thereof by circulation unless such Resolution has been circulated in draft, together with the necessary papers, if any, to all the Directors, or to all the members of the Committee at the respective addresses registered with the Company and has been approved by the majority of the Directors or Members of the Committee or by a majority of such of them as are entitled to vote on the Resolution.
Now in our case 2 directors are in US and 1 is in India so as per Act we can not pass circular resolution. However as per Article we can pass the circular resolution even though Quorum fixed for the meeting is not in India.
So my question is Can Act orverride MOA & AOA??? In our Article it is specifically mentioned that Table “A” not to Apply. Company to be governed by these Articles..
Pls. suggest me at the earliest..
CAclubindia
