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CS Executive · Company Law and Practice · Directors

At the AGM of Sunrise Textiles Ltd, a public company, the chairman proposes to appoint Mr. Rao and Ms. Iyer as directors through one single resolution. No one has first proposed or agreed to moving such a combined motion. What is the legal position?

The resolution is void. A motion to appoint two or more directors by one resolution may be moved only if the meeting first agrees to it without any vote against. Since that was not done, the resolution is void whether or not any objection was raised at the meeting.

  1. AThe resolution is valid if passed by a simple majority
  2. BThe resolution is void, because a motion for appointing two or more directors by a single resolution cannot be moved unless first agreed to without any vote againstCorrect
  3. CThe resolution is valid only if the Registrar approves it afterwards
  4. DThe resolution is voidable only if a member objects at the meeting

Explanation

Under section 162, a single motion for appointing two or more directors needs prior agreement at the meeting without any vote cast against. A resolution moved in contravention is void whether or not anyone objected. So the option making it voidable only on objection is wrong.

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