Passing resolution by circulation

Dear Jatin.

It is very clear that lenders,Investors, share holdres having majore stake and minor stake,debenture holders can appoint Nominee Director to protect their interest.For appointment of any such director there should be a provision for appointment in the Articles of  Association of the Company. It is not enough that the provisions should be in the Articles but the Agreement made between the Comany and lenders,Investors, share holdres having majore stake and minor stake,debenture holders as the case may, there should be a provision for appointment of Nominee Diretor and the Agreement do contain the provisions regulating what business of the Board be transcted in whose presence.In other words in which business of the Board the presence of the Nominee directors are required for getting transcted the said business.In my viwe the Article of a Company never provides that presence  2 or 3 or whatever Nominee directors are required for transcting any perticular business of the Board.

Dear Malay,

Thanks for your prompt reply.  But as per our articles we already have provision that one nominee Director shall be present at the meeting. But as we need to apply for loan from Banks, we are asking to nominee Directors to come and attend the meeting but he is not ready for the same and asking for postponemnet. But for business purpose it is neccessary to obtain the Loan, so can we conduct Board meeting without nominee Directors as our qurom requirement is fulfiled but there is provision in articles that at least one nominee Director shall be appointed.?

Can Chairman take the decesion over and above articles ?

Dear Jatin,

You may contact the authority who has appointed him as Nominee director and explain the situation,the Nominee director has to follow the instruction of his principal. 

Thanks a Lot