01 June 2015
A PRIVATE LIMITED COMPANY HAS ONLY TWO DIRECTORS, WHO ARE RELATED TO EACH OTHER AS FATHER AND SON. COMPANY WANTS TO APPOINT ONE OF THE DIRECTORS TO BE WHOLE TIME DIRECTOR. AS PER SECTION 196 OF COMPANIES ACT 2013 BOARD OF DIRCTORS CAN APPOINT WHOLE TIME DIRECTOR OR MANAGING DIRECTOR SUBJET TO APPROVAL OF GENERAL BODY MEETING. IN THIS CASE BOTH THE DIRECTORS ARE INTERESTED IN THE RESOLUTION HENCE RESOLUTION CANNOT BE PASSED IN BOARD MEETING DUE TO LACK TO QUORUM OF UNINTERESTED DIRECTORS . CAN WE APPOINT ONE OF THESE TWO DIRECTORS, WHO ARE RELATIVES OF EACH OTHER, BY PASSING AN ORDINARY RESOLUION IN THE COMMING ANNUAL GENERAL MEETING OF THE COMPANY AS SPECIAL BUSINESS ITEM AND WITH EXPLANTORY STATEMENT U/S 102 OF CA2013. PLEASE ALSO SUGGEST PROCEDURE FOR DOING SO. SUNIL JAIN
02 June 2015
THANK YOU, SWATIJI FOR YOUR QUICK RESPONSE. PLEASE SUGGEST WHAT PROCEDURE SHOULD BE FOLLOWED IN CASE ONE WANT TO APPOINT WHOLE-TIME DIRCTOR IN AGM IN THESE CIRCUMSTANCES.
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