The quorum for carrying on the proceeding of the Board of directors is 1/3rd of the strength or two directors, whichever is higher. Now in case of a private company, there are two directors. While passing a particular resolution suppose one of the directors is interested. Now what happens?
5 Replies
vivek
(CS)
(751 Points)
Replied 26 June 2010
Section 300 of the Companies Act provides that no interested director can take part in the proceedings of the Board or vote on the resolution on that matter.
But in a private company an interested director is under no such disability. Further, this restriction is not applicable in respect of a contract which a private company subsidiary of a holding company enters with the holding company nor to a contract which may be entered into by a public company in which the interest of the director consists in his holding the qualification shares or in his holding not more than 2% of the paid-up share capital.
Regards.
Shruti Chawla
(CS)
(258 Points)
Replied 28 June 2010
So i dont have to record it in theminutes that mr. X being an interested party did not vote.......because if i do that only one director remains to vote...
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 29 June 2010
Hi,
Minutes must be accurate and must show the true picture so it is indispensible to mention the actual status of interested director in the commentry of resolution in minute along with noting and role of section 300 as explained by Vivek ji…
Thanks
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