25 May 2012
Due to resignations of two directors from the board,the number of directors of a Pvt. Ltd. Co. have fallen below the statutory minimum.Can a board meeting be held with one director to appoint additional directors?Otherwise can they be appointed through EGM?
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.
26 May 2012
Dear Mishra Ji, Regulation Table A is applicable to Public Ltd. Companies but my query was with regard to Pvt. Ltd. Company.
There are agood number of cases in which the courts have held that a single director can hold a meeting to appoint additional directors.Zimmers Ltd. v Zimmer(1951)WN600;Macson Dev. Co.Ltd.,Gordon;Collieries Trust Ltd v Dover,St.Margaret's & Martin Mill Light Rly. Co(1914)2 CH 506 (CA).
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