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CS Executive · Company Law and Practice · Directors

At the general meeting of Kaveri Textiles Ltd, the chairman wants to appoint two new directors, Mr. Rao and Ms. Iyer, through one single resolution. No prior motion to do so has been put to the meeting. What is the legal position?

The resolution is void. Appointing two or more directors by a single resolution requires that the meeting first agree, with no vote cast against, to move such a motion. Without that, the resolution is void whether or not any objection was raised when it was moved.

  1. AThe single resolution is valid if it is passed by a simple majority
  2. BThe single resolution is void unless the meeting first agreed, without any vote against, to move such a motionCorrect
  3. CThe single resolution is valid if the Board has recommended both names
  4. DThe single resolution is voidable only if some member objects when it is moved

Explanation

A motion to appoint two or more directors by a single resolution cannot be moved unless a proposal to do so was first agreed without any vote against. A resolution moved in contravention is void, whether or not anyone objected. The option about a simple majority and the one about a member's objection are therefore wrong.

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