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Appointment of Directors by Single Resolution
Appointment of two or more
Directors by way of passing a Single Resolution in the General Meeting of the
Shareholders is allowed under the Companies Act, 2013, subject to compliance of the provisions as prescribed in the Section 162 of the said act (earlier section 263 of the companies act 1956).
In a General Meeting, a
motion can be made for the appointment of two or more persons as directors of
the company by a single resolution, but before such motion is passed, such
passing of motion must be agreed by all the members present at the meeting that
means not even a single vote should be given against it (members remaining neutral will have no effect on the resolution).
above provisions are applicable on all companies.
Resolution Format for such
“RESOLVED THAT the Unanimous Consent of the Members be and is
hereby given to put the motion for appointment of Mr. A Kumar, Mr. D Harold and
Ms. C Ciciy as the Directors of the Company under a single resolution.”
Resolution will be void
such a resolution was moved without being agreed by all the members,
whether or not objection was taken at the time of its being so moved, then such
resolution shall be void and the appointment of those Directors will be void
The main intention of this
section is to provide the Shareholders of a Company with the right to elect the
person of their choice with no tampering thereto.