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We have a small private limited company with 2 shareholders i.e. A & B who are also the directors of the company. Company wants to convert unsecured loan given by one of the director i.e A into shares of the company. Will A & B form a valid quorum for passing a board resolution in this regard? Will A be considered as 'interested director' and therefore not counted for the purpose of quorum u/s 174 of the Act (i.e. Section 2(49) read with Section 184(2) of the Act)?

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Posted By: Neha mittal 9 year(s) ago

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Expert Ankit Singhi

This provision is not covered u/s 184 (2) of the Act and hence resolution can be passed by A & B as they shall be counted to form a valid quorum for passing a board resolution in this regard.

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