Company law

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GAUTAM (Querist)
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05 August 2012 dear sir pls solve my problem,
Q 1. Can a matter be discuss in board meeting of a private company, which matter, is not mentioned in the agenda of that board meeting?
Q.2: In a board meeting of a private company there is 3 director.
Mr.A, Mr.B and Mr.C Now Mr.C is chairman of the BOD and has discussed the agenda. After discussing all agenda of the meeting Mr.A and Mr.B wants to appoint a Mr.A as MD but Mr C (Chairman) Does'not aggree.......and Mr.C concluded the meeting without any decision on the matter of appointment of MD. And left the meeting.
After that Mr. B himself appoint as chairman of the same meeting and Decided to hold the EGM for appointment of MD.and notice has been given.
Now The Question is that
(a) is the appointment of chairman (MR. B) is valid ?
(b) is the decision of holding EGM and issue of notice for EGM is valid?

CS Arpita Rajpurohit

CS Arpita Rajpurohit (Expert)
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07 August 2012 Ans 1: yes any item not inculded in agenda can be discussed in a board meeting subject to the permission of the chairman of the meeting. also such item needs to be properly recorded in the minutes book.

Ans 2a: not v sure but i think the appointment is valid looking to the fact that valid quorum is there & majority director has made such appointment.

2b: same as above.