M. N. JHA (CA) (8316 Points)
11 February 2012PLEASE 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 ?????
CS Rajveer Rai, Gurgaon
(CS)
(646 Points)
Replied 11 February 2012
you are required to appoint first as additional director by passing board resolution for which quorum should be present as in your case there are only to directors both should be present to fulfill quroum requirement.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 11 February 2012
No a single director cannot appoint a new director via board meeting.
However if you go for direct appointment in general meeting, the same is very much possible bcoz if you deduct the 45% shareholding of the person you don’t want to involve, still you have 55% shareholding in your hand which is enough to pass an ordinary resolution.
Wait for other opinions.
Regards
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 11 February 2012
You have to give special notice to the company for appointment of Director and call an EGM appoint director therein. There appointment can be possible without consent of the second director.
M. N. JHA
(CA)
(8316 Points)
Replied 11 February 2012
@ Ankur Sir,
Actually in a private limited compnay one director has appointed a new director having 10% shares, without passing a BOD resolution for EGM and when we check at form 32 from MCA wabsite we found that a BOD meeting has passed resolution for EGM and in that EGM both 45%+10% share holder appoint thired director without intenstion of secound director. So is it possible in any situation and now what steps shound be taken to Second director against New director and Existing who appoint his as director????
M. N. JHA
(CA)
(8316 Points)
Replied 11 February 2012
| Originally posted by : CS Ankur Srivastava | ||
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You have to give special notice to the company for appointment of Director and call an EGM appoint director therein. There appointment can be possible without consent of the second director. |
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SIr pls explain it........
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 11 February 2012
| Originally posted by : Mr. JHA | ||
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Originally posted by : CS Ankur Srivastava You have to give special notice to the company for appointment of Director and call an EGM appoint director therein. There appointment can be possible without consent of the second director. SIr pls explain it........ |
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I have already explained you. This is possible by passing ordinary resolution of shareholders in the EGM. Bcoz you have requisite majority i.e. 55%.
Thanks
M. N. JHA
(CA)
(8316 Points)
Replied 11 February 2012
| Originally posted by : Ankur Garg | ||
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Originally posted by : Mr. JHA Originally posted by : CS Ankur Srivastava You have to give special notice to the company for appointment of Director and call an EGM appoint director therein. There appointment can be possible without consent of the second director. SIr pls explain it........ I have already explained you. This is possible by passing ordinary resolution of shareholders in the EGM. Bcoz you have requisite majority i.e. 55%. Thanks |
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EGM can be orginsed without consent of second director ?????
CS Rajveer Rai, Gurgaon
(CS)
(646 Points)
Replied 11 February 2012
Ankur sir as section 257 does not apply to private company does it mean no need to give notice?
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 11 February 2012
Please go through the provisions of your articles regarding requisition by a shareholder for a general meeting. Also check section 190 of the companies act, 1956.
Regards
M. N. JHA
(CA)
(8316 Points)
Replied 11 February 2012
I have a query concerning whether a single director of a private company can appoint an individual as a director of such company to increase the number of directors to that fixed for the quorum.
M. N. JHA
(CA)
(8316 Points)
Replied 11 February 2012
Art. 75 refers to appointment of directors by the exiisitng direcot(s) to increase the number of directors to that fixed for quorum and hence the single director can convene a meeting and appoint another director. However, there should be an enabling provision for this in the AoA. Once the BOD is constituted with the requisite strength steps may be taken to increase the number of members by transferring a few shares to other persons, subject to restrictions stipulated in the AoA to avoid such impasse in future.
Is it possible ??????????
surinder singh bhatia
(CS)
(123 Points)
Replied 13 February 2012
As per section 287 of the companies act 1956,(talks about quorum for the meeting of BOD's) minimum 1/3rd or 2(whichever is more) forms the quorum for the meeting..
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