Max Payne (employed) (2574 Points)
26 September 2014Friends,
In a private company having only 2 directors (husband and wife), one of them is to be appointed as Whole time director and other is to be appointed as Managing Director.
Since both the directors have interest in the proposed resolutions, how can the board make the appointment?
Should the appointment be made at EGM?
Please advise what can be done when there is no quorum in such matters?
Shilpa
(Company Secretary)
(234 Points)
Replied 26 September 2014
Yes in your case appointments will be done in EGM. Since, your Board is intreste and they can act for calling an EGM and in that EGM you can appoint MD.
Regards
Shilpa
Max Payne
(employed)
(2574 Points)
Replied 26 September 2014
Thank you Madam for your prompt response.
I have a further query. In such a case, what should we do about filling the date of board resolution (in form MR-1)? I mean, are the Board required/empowered to appoint themselves as KMP after obtaining consent in EGM?
Shilpa
(Company Secretary)
(234 Points)
Replied 26 September 2014
The Board Meeting will be fixed but since your Board is interested so they cannot resolve the matter of appointment of Directors.
But on the date of BM the matter will be proposed for approval of Board Members in following order.
1. Chairman of the Meeting.
2. Appointment of MD/WTD.
(However, this matter will not be resolved.)
3. To fix the Date,Time and Day of EGM for appointing MD/WTD
So in MR-1 you can attach BR for fixing the EGM and in that resolution above the ""RESOLVED THAT part you can add naration that since your Board was intrested so appointment of MD will be proposed to be pass with the approval of Members and for this purpose EGM is fixed
Shilpa
CAclubindia
