My que is If A Pvt Ltd wants to appoint a director as a MD, having two director and two members in company , both members and directors are same person.... and AOA provides power to board to appoint MD , by board resolution....... so even only two Director are there can they appoint MD in Board meeting??????
2 Replies
CS Mitesh Mehta
(Company Secretary)
(17139 Points)
Replied 16 May 2009
Hi
As you have mentioned, AOA of the Company Contained the provision for appointment of MD by Board Resolution, company, appointment shall be made in pursuance of such provisions.
It does not make any difference that members & directors are same..
Section 2(26) expressely authorises the Board of Directors to appoint MD, Even if no provisions in Article. However, if Article provides, appointment of MD by shareholders, the same is to be followed.
As quorum fixed for Board meeting is minimum of 2 director, Company can hold Board meeting & pass a resolution for appointment.
Hope your query is resolved.
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