20 January 2014
In case of Private Limited Company, 3 Directors were on Board. One Director resigned on 10.06.2013 and other Director resigned on 15.06.2013. Now only one director is present and Company wants to run the show. What could be the wayout for this deadlock?
Either appoint a new Director at current date and convince any one from both resigning Directors to tender resignation after appointment of new Director.
OR
Pass a back dated Board resolution for appointing new director before 15.06.2013.
Other views invited.
Regards, Adnan
Guest
Guest
(Querist)
21 January 2014
Back dating cannot be done and due to management conflicts they will not cooperate on this. I studies Table A provisions, so according to Regulation 75, when number falls below minimum requirement for want of quorum, remaining Directors or Director can hold Board Meeting ONLY for appointment of additional director or to send notice for EGM. So in my case I can now surely take help of this regulation. Also SS 1 support this. Let see any supportive case law is there! Thanks
16 October 2018
Kindly refer Section 174(2) of the CA, 2013 and AOA for the remedy. Section 174(2) provides that if the number of directors falls below the quorum then the continuing directors:
- may appoint a director in the meeting for increasing the number of directors to that fixed for the quorum or - Summon a general meeting of the company to appoint a director and for no other purpose.
CAclubindia
