Clash between Directors interest and public interest

Pvt ltd 564 views 5 replies

Dear Experts,

A company having 5 members A, B, C, D and E each share 20% each.  A, B and C are the directors.

As the time goes by, B and C became a group and did activities against others interest.

Seeing his ineffectiveness in the director board, A wanted to make D and E also the directors, so that the director interest and public interest will be almost the same.

 

This is a private company.

Now, how can D and E become directors? To consider them for directorship at a General meeting, the board has to first approve the meeting agenda..right? In this case, since B and C are against others, the existing directors may not approve the agenda for making D and E directors.

 

In this case, what is the solution to keep the majority interest.

 

Thanks and Regards,

ArchAngel

Replies (5)

Hi,

In your case, there is a option of convening Shareholders Requisitionst  EGM under Section Section 169(5) of CA, 1956. In that case there is no need to having approval of Board for Notice.

Any contrary point, Please share.....

Thanks & Regards

Rajeev Nayak

Dear Rajiv,

 

Thank you for your response.

 

We should be fine in this case. So any member/ a Group of members can request for an EGM and the board has to approve that..right? If board does not respond within a time limit, then the requested members can call for the EGM..right? Then we should be fine I guess.

 

Also is it possible in this case to directly make the members D and E whole time directors in that EGM? Is it mandatory to first appoint them as additional directors in a board meeting and then regularize  them into whole time directors in EGM? Can we make a member straight away whole time director in the general meeting?

 

Thanks and Regards,

ArchAngel

Hi,

Shareholders has the right to appoint the directors directly in the EGM. There is no compulsory requirement to first of all appoint additional director and then regularized in the AGM?EGM.

 

Thanks & Regards

Rajeev Nayak

Agree with the view of Mr. Rajeev.

Thank you very much Rajeev and Ankur for your help.

It should help me to solve the confusion.

 

Thanks and Regards,

ArchAngel. 


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