An unlisted public company, with 4 directors, wants to issue shares on rights basis. Can the allotment be made by Committee of directors. If so, can 2 directors form a valid committee.
18 May 2011
Allotment in Committee Meeting with quorum of 2 Director can be done subject to the constitution and power of committee.
For this read the board resolution through which committee is constituted. If board had delegated power of allotment and decided minimum quorum of 2 then you can...
The Board of Directors of a Public Limited Company, whether listed or not shall consist of atleast 3 Directors. As per section 292A of the Companies Act, 1956 an Audit Committee of a Public Limited Company must consist of atleast 3 Directors. The Act is silent on the constitution of any other Committee constituted by the Board but looking at the intention of regulators and draftors of the Act, it is evident that the Committee of the Board of Directors of a Public Limited Company should consist of atleast 3 Directors. The quorum of the committee meeting may be as decided by the Board of Directors of the Company.This is my opinion.
Apart from Audit committee no other committee is regulated by Act and thus if any other committee is constituted by Board the same will be regulated through board resolution quorum powers etc.. all.
30 January 2013
Apart from Audit Committee the Act also prescribes formation of Remuneration Committee with atleast three non-executive independent directors.