appointment of director ( urgent )

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M. N. JHA (Querist)
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11 February 2012 PLEASE CLEARIFY IT........

A private limited compny is having only two director, both having 45% shareholding in that company and remanig 10% share is hloding by a single person. Can it is possible for one director to appoint third person as Director having 10 % shares without meeting of BOD with Secound director. if Yes then how ?????

Jiten Gupta

Jiten Gupta (Expert)
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11 February 2012 Here Additional Director can not be appointed in Board Meeting because Board Meeting require atleast 2 Directors to be present in Meeting..

But My view on the question is as follows to appoint the person as Director..

1. Here Normal General Meeting can also be not held because it require previous Board Meeting in which notice, matter of General Meeting is taken into account which is not possible as there is only one Director present again.

2. So go for section 169(6)

Give the Notice to company for calling EGM, as the company can not call it so member here, (as he is holding 10% voting right) himself can call the meeting by following the provisions of section 169..

Call the EGM and pass Ordinary Resolution for appointment of Directors as resolution can be passed due to (45%+10%) holding...