it is possible Can One Director held Board Meeting of the Company, if Only two directors available in the company but one director absent in the meeting.
that the meeting is legal or void.
8 Replies
P C Agrawal
(Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad)
(8229 Points)
Replied 04 June 2013
The term 'meeting' itself implies presence of two or more persons. One cannot have a meeting with himself. You have to have minimum quorum as provided in Companies Act for having a valid meeting.
Sarvesh
(Company Secretary)
(179 Points)
Replied 04 June 2013
Presence of atleast two persons is necessary for the purpose of meeting. A single director cannot communicate with himself by holding meeting alone. As per section 287 the quorum for the board meeting is one-third of the total strength or two directors, whichever is higher.
Dhaval Master
(Practicing Company Secretary)
(125 Points)
Replied 06 June 2013
If the quorum not met of the board meeting the meeting to be adjourned and same place, time meeting will held on next week then also one director not present out of two director of the company .
the chairman of the meeting to be decide the meeting resolution and passed the same, the companies act 1956 said..
Sarvesh
(Company Secretary)
(179 Points)
Replied 06 June 2013
Until or unless proper quorum is present, matter cannot be validly passed in the Board Meeting. Quorum requirement of section 287 has to be met out in any case.
Vidisha Gupta
(Company Secretary)
(91 Points)
Replied 06 June 2013
Dear Daval
what do you mean to say ? in lay men language meeting mean discussion amoung two or more people and if he is the only director than what the need of holding meeting.
As per sec 286 (quarum of the meeting
1. Atleast 1/3rd of Director.
2. or atleast two, whichever is higher
but one condition is there if that meeting is adjourned and at the adjourned meeting only one director is present then that will be the quorum and he will conclude the matter.
Sarvesh
(Company Secretary)
(179 Points)
Replied 06 June 2013
Dear Vidisha, kindly read the section 287 and 288 again as there is no such condition that in adjourned meeting a single director can conclude the matter.
Dhaval Master
(Practicing Company Secretary)
(125 Points)
Replied 07 June 2013
Hi Sarvesh , vidisha
Here matter is how we board meeting to be become legal with one director present.
as per section 287 quorum not met with board meeting to be adjourned..
Sarvesh
(Company Secretary)
(179 Points)
Replied 07 June 2013
Dear Dhaval,
As i have posted earlier that in order conduct a board meeting validly as per law, you have to comply the provisions of section 287 in any case. There is no such way out to ignore the provisions of the said section. Moreover what you can do in your case is that you can hold the Board meeting through video conferencing so that the director who is not able to attend the meeting can join it through video conferencing. In that case, you will be able to meet the quorum requirement and conduct the meeting validly. For more information you can also refer the MCA circular no. 28/2011 dated 20/05/2011 regarding conducting of board meeting through video conferencing.
Thanks
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