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Director appointment

Aashish Dave (Professional) (26 Points)

25 April 2017

Dear Professionals, please answer my under-mentioned query:- If a private company has only two directors and both of them are not in talking terms with each other, how can we appoint a director in such a company?? In this case, we have 60% holding of the paid up capital of the company. Please guide.... Thanks Aashish Dave

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6 Replies

Sudhir Todkar (CS Professional) (1021 Points)
Replied 25 April 2017

Hello Aashish,

In Extra Ordinary General Meeting the company can appoint one or more Directors at a single resolution but not in public company.

In Board Meeting also only single Director can appoint another director to increase the minimum number Quorum. This is an exception case where even if Quorum is less than the prescribed limit remaining director can hold board meeting to increase Quorum and to hold general meeting.

I hope your query has been resolved..
Thank you
Regards

1 Like

Law Aspire (CS) (755 Points)
Replied 26 April 2017

I dont agree

Sudhir Todkar (CS Professional) (1021 Points)
Replied 26 April 2017

Go through section 174 of companies act 2013. There will be two exceptional cases where BM can be held even if Quorum is below prescribe limit.

Aashish Dave (Professional) (26 Points)
Replied 27 April 2017

Sir,

Thanks for yur kind reply.

Adding to my previous query, the company does not have less directors as required for quorum. In fact, it has two directors, but they are not in talking terms with each other and now how can we appoint a director in such as case??

Aashish Dave (Professional) (26 Points)
Replied 27 April 2017

Sir,

Board Meeting can be held in such case beacuse the number of directors is not less than 2. But the same could not be held due to some other reasons.

Sudhir Todkar (CS Professional) (1021 Points)
Replied 27 April 2017

In this case director can be appointed in GM or by any one director if another director not present for appointment either intentionally or unintentionally in Board Meeting. In this even single director can also appoint new director on board to increase Quorum since present Directors have conflict with each other.