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Qourom when all directors are interested director

Swati Sharma (TRAINEE) (328 Points)

28 May 2015

Dear All, If all the Directors are interested Directors, then what shall be the qourum for conducting RPT Transactions in Pvt. Co.

RPT is between holding and susidiary co. and Directors are Common.

Regards

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8 Replies

(Guest)

In RPT meeting no quorum criteris is given in companies act 2013

Swati Sharma (TRAINEE) (328 Points)
Replied 28 May 2015

Kindly Refer below,

♠ BOARD APPROVAL:

· All Companies must get Board’s approval irrespective of the Capital of the company or value of the transaction.

· The Approval Should be sought at a duly convened Board Meeting.

· The Approval cannot be obtained by passing a circulation resolution

· All the directors of the Company including the “Interested Directors” (Related parties to such contract) can participate in the Board Meeting.

· But the Directors who are related to the contracts which are going to be discussed in the meeting shall not be present at the meeting during the discussion alone.

· The Directors who are related parties to such contract or agreement cannot vote for the same.

Quorum

· The Quorum for the Board Meeting where Related Party Transaction is discussed should form 2/3rd majority excluding the Interested directors.

jitender drall (artical assitant) (25 Points)
Replied 28 May 2015

If all the director are intersted then meeting shall adjorn due to non availability of required quorem .minimum quorem is at least 2/3 rd non intersted director are required to hold valid board meeting in case

Sourabh Jain (Credit Manager) (62 Points)
Replied 28 May 2015

No present of quorum, in this case u will appoint no. Of additional director who r not interested n pass the resolution

Ajay Kumar (Articled student) (77 Points)
Replied 28 May 2015

We can appoint 2 additional directors and pass resolution.....

Ajay Kumar (Articled student) (77 Points)
Replied 28 May 2015

We can appoint 2 additional directors who are not interested and pass resolution.....

karan (article assistant) (23 Points)
Replied 28 May 2015

Appoint 2 additional directors or hold egm and take approval of the members if possible.

CA Rajendra Naik (Practicing Chartered Accountant) (53 Points)
Replied 13 October 2015

Where all the directors are interested and there is no quorum, the proper way out of the difficulty will be to have the matter decided by the company in general meeting by an ordinary resolution, or, if the articles so require by a special resolution. This is so because all residual matters are supposed to vest in the general meeting. Shareholders in General meeting would authorise the directors to continue to act in such cases for the purpose of increasing the number of directors so as to bring the number upto the quorum requirement or to call a general meeting for the purpose.