Dear All,

Please solve the query:

The Company is having a Comm of Directors for allotment of shares under ESOS.

The composition is as follows:

There are 4 members in total

1 - Executive DIrector

2 - Managing Director

and 2 - Independent Directors.

Quorum is 2 Directors

Now the question is :

Is it possible that the 2 WTD's of the Company hold a meeting and allot shares under the ESOS Scheme or is it compulsory to have atleast 1 Independent director to attend the meeting

What will be the situation if the ED or MD has also applied for the shares in the meeting then will the 2WTD constitute the proper quorum for the meeting.

Please advice

Thanks