Need required from all experts of company law

Meetings 599 views 2 replies

Gaurav

cs Final

57 Points Joined March 2011

Hello all Experts and Professionals on CCI,

I need a favour from all of You.. Please let me know the meaning of sec 174(2) of Companies Act 2013 i.e.

"The continuing directors may act notwithstanding any vacancy in the Board; but,

if and so long as their number is reduced below the quorum fixed by the Act for a 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 of summoning a general meeting of the

company and for no other purpose."

I think It means that once board meeting starts. If director who present at meeting go and do not participate in the meeting even then meeting will continue unless directors presented in meeting is less than quorum.

I am confused on this line

"the continuing directors or director may act for the purpose of increasing the

number of directors to that fixed for the quorum, or of summoning a general meeting of the

company and for no other purpose."

what does it mean..

I am waiting for your smart reply from smart people

Replies (2)

Ajay Mishra

Company Secretary

74352 Points Joined March 2009

It is talking about the situation where the number of director is present in the meeting and which is lee than the quorum fixed by the articles of the company.

In Case the director of the company is less than two or the no. of director fix for the quorum, then the remaining director (continuing director or directors) may act for the purpose of increasing the no. of directors to that fixed for the quorum or summoning a general meeting of the company, but no for other purpose.

Please read Regulation 75 of Table A of Schedule I of the Companies Act, 1956.

Gaurav

cs Final

57 Points Joined March 2011

Thanks for your valuable reply sir.

I want to know if a company have only 3 directors and only 2 are present in Board meeting and then one of the director present in meeting discontinue to take part in meeting,

Then whether a single director can call for a general meeting.

Can you please explain how can he alone "may act for the purpose of increasing the no. of directors"

Whether a single director can decide summoning a general meeting of a company???

Thanxxx in advance