Additional Director
This query is : Resolved
Aashutosh Agrawal
(Querist)
12 April 2011
Hello,
In a PVT CO can Additional Director Can be Appointed at the Board meeting in presence of only one Director.
Total number of directoe as on date of Board Meeting were 5 ( 2 Directors and 3 Aditional Dirctors ).
One of the director from the two has with guilty mind passed a resolution at the Board Meeting has appointed 2 additional directors. Also the notice for the Board Meeting was not conveyed to other 4 Director.
Is the Act of the Director is valid and whther the appointment of such director as an additional director is valid.
Thank you
An early reply would be appreciated
In a PVT CO can Additional Director Can be Appointed at the Board meeting in presence of only one Director.
Total number of directoe as on date of Board Meeting were 5 ( 2 Directors and 3 Aditional Dirctors ).
One of the director from the two has with guilty mind passed a resolution at the Board Meeting has appointed 2 additional directors. Also the notice for the Board Meeting was not conveyed to other 4 Director.
Is the Act of the Director is valid and whther the appointment of such director as an additional director is valid.
Thank you
An early reply would be appreciated
CA Sanat Pyne
(Expert)
12 April 2011
No, It is not valid in law. Because Quoram is not maintained during the meeting. So the meeting is not a valid meeting. Any resolution passed in this meeting will be treated as invalid.
Jayashree S Iyer
(Expert)
12 April 2011
In the case referred to by you, the meeting and consequently the proceedings of the meeting are invalid.
However in emergency a single director can hold a board meeting for appointment of additional director to meet the statutory requirement viz., appointment of additional director in case of death of a director where the company has only 2 directors or to convene EGM, etc.
However in emergency a single director can hold a board meeting for appointment of additional director to meet the statutory requirement viz., appointment of additional director in case of death of a director where the company has only 2 directors or to convene EGM, etc.
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