Go AD-Free with CAclubindia Pro and get Daily WhatsApp Updates. Subscribe Now!

Appointment of Addtional Director

Meetings 782 views 1 replies

Muralidharan

Self Employed

1035 Points Joined December 2008

Dear Members

ABC is a Private Limited Company having Two Directors. One of the Director (Mr.A) has now resigned. It is proposed to appoint Mr.C as Additonal Director.

Is it possible for the continuing Director (Mr.B) to convene a board meeting and appoint a Additional Director. Does he (Mr.B) have the powers to do so since Mr.A has submitted his resignation and may not attend the meeting.

After the appointment of Mr.C the resignation of Mr.A will be considered by the Board at the same meeting.

Kindly advise

with regards

R. Muralidharan

Replies (1)

J. Manivannan

Advocate & IP

242 Points Joined February 2009

Dear All, In your case, If Table A is adopted by your Company, when the quorum is reduced below fixed by the Act, for the meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or call a General Meeting but for no other purpose. and There are three options available for increasing quorum as per Ramaiya: 1.He could get members to call a meeting under section 169. 2.He himself could call an EGM of Shareholders under the Articles. 3.He could move the CLB to call a General Meeting u/s 186.