Appointment of director of company without calling board meeting

Private Limited company where I am a minority shareholder and a director as per MCA records, has appointed a new director without informing me. If a resolution was passed for this, I have no intimation or even an email informing of the same. I am not even informed of the terms of engagement, remuneration, shareholding etc of the new director. I found out on my own recently while checking the MCA website. What is the validity of such an appointment? Can a director be appointed by majority shareholder or chairman without calling a board meeting OR taking consent from other directors OR without permission from the board? The company has 7 directors including me. I own less than 5% of the equity. 3 directors are related family members, one fo whom is not in India for past 2+ years, 1 director is absentee and missing in action. I wish to safeguard my interest from possible losses and expenses incurred by this new addition. I also wish to understand my rights as a director. Thank you.

Answers (1)

171 votes

Appointment of a Director requires a certain process under the Companies Act. Under the prescribed format, a notice of the same is to be circulated to all the interested parties which include directors and shareholders.

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