Appointment of director ( urgent )

you are required to appoint first as additional director by passing board resolution for which quorum should be present as in your case there are only to directors both should be present to fulfill quroum requirement.

No a single director cannot appoint a new director via board meeting.

However if you go for direct appointment in general meeting, the same is very much possible bcoz if you deduct the 45% shareholding of the person you don’t want to involve, still you have 55% shareholding in your hand which is enough to pass an ordinary resolution.

Wait for other opinions.

Regards

You have to give special notice to the company for appointment of Director and call an EGM appoint director therein. There appointment can be possible without consent of the second director.

@ Ankur Sir,

Actually in a private limited compnay one director has appointed a new director having 10% shares, without passing a BOD resolution for EGM and when we check at form 32 from MCA wabsite we found that a BOD meeting has passed resolution for EGM and in that EGM both 45%+10% share holder appoint thired director without intenstion of secound director. So is it possible in any situation and now what steps shound be taken to Second director against New director and Existing who appoint his as director????

Originally posted by : CS Ankur Srivastava
	You have to give special notice to the company for appointment of Director and call an EGM appoint director therein. There appointment can be possible without consent of the second director.

SIr pls explain it........

Originally posted by : Mr. JHA
	Originally posted by : CS Ankur Srivastava You have to give special notice to the company for appointment of Director and call an EGM appoint director therein. There appointment can be possible without consent of the second director. SIr pls explain it........

I have already explained you. This is possible by passing ordinary resolution of shareholders in the EGM. Bcoz you have requisite majority i.e. 55%.

Thanks

Originally posted by : Ankur Garg
	Originally posted by : Mr. JHA Originally posted by : CS Ankur Srivastava You have to give special notice to the company for appointment of Director and call an EGM appoint director therein. There appointment can be possible without consent of the second director. SIr pls explain it........ I have already explained you. This is possible by passing ordinary resolution of shareholders in the EGM. Bcoz you have requisite majority i.e. 55%.   Thanks

EGM can be orginsed without consent of second director ?????

Ankur sir as section 257 does not apply to private company does it mean no need to give notice?

Please go through the provisions of your articles regarding requisition by a shareholder for a general meeting. Also check section 190 of the companies act, 1956.

Regards

I have a query concerning whether a single director of a private company can appoint an individual as a director of such company to increase the number of directors to that fixed for the quorum. 

Art. 75 refers to appointment of directors by the exiisitng direcot(s) to increase the number of directors to that fixed for quorum and hence the single director can convene a meeting and appoint another director. However, there should be an enabling provision for this in the AoA. Once the BOD is constituted with the requisite strength steps may be taken to increase the number of members by transferring a few shares to other persons, subject to restrictions stipulated in the AoA to avoid such impasse in future.

Is it possible ??????????

As per section 287 of the companies act 1956,(talks about quorum for the meeting of BOD's) minimum 1/3rd or 2(whichever is more) forms the quorum for the meeting..