Quorum

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Abhilasha Pandey (Querist)

22 October 2012 Dear All,

There are 2 Directors in a Pvt Ltd Co.
Mr. A
Mr. B

In a BM of 10 Sep 2012, Mr. B resigned from Directorship and Mr. C appointed as AD in same meeting.

Who will be considered to form Quorum of the meeting
MR. A - Director
MR. B - Director
MR. C - ?

Who can sign Minutes of the meeting except Mr. A.

Pls reply.

Thanks,

Ajay Mishra

Ajay Mishra (Expert)

22 October 2012 Hi

In Your meeting,
Mr. A is present and Mr. C is special invitee.

I will suggest you, to firstly introduce Mr. C as additional director and then you resign Mr. B.

As per your queries, appointment of director where director of the company is less than the quorum fixed by article for the meeting of the Board. In your case the, the quorum is not, because of the resignation of one director out of the two director.

In such case you must follow the provision of your company articles read with clause 75 of the Schedule I- Table A of the Companies Act, 1956.

Mr. A will sign the Minutes or the Chairman of the next Board meeting will sign the minutes of this Board Meeting.

Abhilasha Pandey

Abhilasha Pandey (Querist)

22 October 2012 Thankyou..

It is a matter of our one of associate Company, where last page of minutes received by us shows:

Mr. A - CM

Mr. B (Director)

Mr. C (Director)

for signature

Whether Mr. C is eligible to sign the minutes of meeting in which he was appointed as AD ?

Ajay Mishra

Ajay Mishra (Expert)

22 October 2012 Hi

Generally in corporate practice Mr. A is eligible to sign the minutes, because he is appointed as chairman for the meeting. You have also option to sign the minuted by Mr. C if he is appointed as Chairman of next meeting and then he will sign the minutes of last meeting.

In Your case Mr. B, is not authorise to sign minutes, in any case.

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