Quorum for board meeting

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

11 October 2012 Dear All,

There are 3 Directors in a Pvt Ltd Company. One director is granted leave of absence and one is interested in a one of the resolution. Can Board Pass that resolution.

An early reply is highly appreciated.

Thanks

Ajay Mishra

Ajay Mishra (Expert)
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11 October 2012 Hi

Section 300 of the Companies Act provides that no interested director can take part in the proceedings of the Board or vote on the resolution on that matter.

But in a private company an interested director is under no such disability. Further, this restriction is not applicable in respect of a contract which a private company subsidiary of a holding company enters with the holding company nor to a contract which may be entered into by a public company in which the interest of the director consists in his holding the qualification shares or in his holding not more than 2% of the paid-up share capital.

In short, if director interested in resolution passed by private company then such resolution will be valid, because provision of section 300 will not apply to private limited company.

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