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Appointment of director

VinodAgrawal (Practice) (45 Points)

10 January 2011

If A co. "X" have only two directors and on of them is arrested by the Govt. Now company wants to appoint one additional director. please tell whether a board meeting containing only one director can appoint one additional director ????????

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7 Replies

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 11 January 2011

In such exceptional circumstances, board meeting held with 1 director is valid only for the limited purpose of appointing additional director / director to fill the casual vacancy.

ankit jain (CS trainee) (152 Points)
Replied 11 January 2011

Dear Jayshree,

Could you specify the proper section for your opinion?

Thanks

Rajeev kumar Nayak (ACS) (283 Points)
Replied 11 January 2011

Hi,

There are some decided cases n which it was held that if a company has only 2 director and one has resign then other one may appoint an additional director to comply the requirement of minimum 2 director.

however in the present case, the director has not resigned but arrested.

Thus it is better to convene AGM and appoint another director to form the quorum for the Board Meeting.

Any different opinion will be welcomed.

Thanx

Rajeev Nayak

Rajeev kumar Nayak (ACS) (283 Points)
Replied 11 January 2011

Sorry in the prevoius reply.

i have written AGM. It should be EGM or AGM.

Neha Gupta (PCS) (377 Points)
Replied 11 January 2011

Well in my opinion appointment of Additional Director in Board meeting in suficient no need to call for General meeting.

CA Sandeep Kumar (Audit Assistant) (804 Points)
Replied 11 January 2011

Issue 1. As per information given by you, the director is only arrested, he cannot be a director only if he/she is convicted by a court of law. So he/she is still director of the company.

Issue 2. Board meeting can be held anywhere, no restrictions in law. So the other director can meet the arrested director in the custody and pass a resolution for appointment of additional director (assumption: AOA has authorised board to appoint additional directors)

Issue 3. If it is difficult to appoint as above, another solution would be, to appoint additional director by resolution by circulation also. Send the notice to custody