Additional Director - Section 260

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Aashutosh Agrawal

JOB

66 Points Joined June 2010

Hello,

In a PVT CO can Additional Director Can be Appointed at the Board meeting in presence of only one Director.

Total number of directoe as on date of Board Meeting were 5 ( 2 Directors and 3 Aditional Dirctors ).

One of the director from the two has with guilty mind passed a resolution at the Board Meeting has appointed 2 additional directors. Also the notice for the Board Meeting was not conveyed to other 4 Director.

Is the Act of the Director is valid and whther the appointment of such director as an additional director is valid.

Thank you

An early reply would be appreciated

Replies (2)

Jayashree S Iyer

Company Secretary

3224 Points Joined August 2009

Single director is allowed to appoint additional directors to fill the casual vacancy arising out of emergency viz., death of a director where the company has only two directors, etc.

In the case referred to by you, the notice is not served to other directors and I suppose the necessary quorum was also not present. Hence the meeting is not valid and the proceedings of the meeting would also not be legal.

Prabeer

B. COM (H) CA & CS Final

5484 Points Joined December 2007

Originally posted by : Jayashree S Iyer
	Single director is allowed to appoint additional directors to fill the casual vacancy arising out of emergency viz., death of a director where the company has only two directors, etc. In the case referred to by you, the notice is not served to other directors and I suppose the necessary quorum was also not present. Hence the meeting is not valid and the proceedings of the meeting would also not be legal.