if a director for some personal reason leave the company for less than 3 months and in between such period company is an urgency to convene the BOD meeting to transact the business which is done only by physical BOD meeting as per rule 4..
now in that very case company appoint which person as director who should fulfill the want of quorum.. becoz in this situation 161(2) not applicable if company follow 161(1) then such additional director shall hold the office till AGM although the original director join the company before the AGM then will the additional director continue to be till AGM or vacete as on the day when original join the company..??
plzz explain..??
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174 quorum
Replies (4)
No need to appoint additional director for holding board meeting in such case. If remaining directors can form valid quorum then company can hold board meeting.
what if..
yhe remaining directors not able to fullfill the want of quorum..??
bcoz due to some urgent work the company is not in the position to adjourned the meeting..!!??
yhe remaining directors not able to fullfill the want of quorum..??
bcoz due to some urgent work the company is not in the position to adjourned the meeting..!!??
please dont confuse between additional director & alternate director. In ur first question co can not appoint alternate director as original director went outside india for less than 3 months. In such case company can appoint additional director if authorised by article. Such director will hold office till the next agm. His period of office is not linked with original director returning back to india.
Further where one director went outside india remaining director will definately form quorum.Do one thing just try requisite quorum by taking minimum number of director from 3 to 15, u will find even if one director went outside india till remaining directors will form quorum. Ur second question situation will happen only if article prescibe higher quorum in that case u can appoint additional director at board meeting or by resolution by circulation. But this situation will rare to find in practice becoz now a days board meeting can be held thro video conferancing also so director who went outside india can participare it
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