Passing resolution by circulation

Jatin Bajaj (CS) (2930 Points)

17 May 2018  

There are five Directors in a Private Limited Company and out of Five Directors , two Directors are nominee Directors.

As per the Articles of the Company, it is mentioned that out of two nominee Director, atleast one nominee Director should be present at the meeting.

Now the Company wants to borrow the money from the bank and the resolution cant be passed by circulation in such a scanerio.

And Company has already informed the nominee Director that it is urgent to borrow the money but nominee Directors are refusing to attend the meeting and they are regulary asking Company to postpone the meeting.

Now my question is that can the meeting be held without such nominee Directors. Thw requirement of qurom is fulfilled as out of five Directors, only two are nominee Directors but the articlles of the Company are restricted that one nominee Director shall be present at the meeting.

Please reply urgent.

Thanks in Advanvce.