Director resign & appointment

This query is : Open

Querist : Anonymous

Querist : Anonymous (Querist)

04 November 2014 There are 2 directors, Company is private limited with directors as 2 members.
Now one member wants to resign. What can be done in this regard. My queries are:

Q1. Can remaining one director accept his resignation and individually appoint new director.

Q2. As one director is leaving the company, can new director sign balance sheet of financial year for which he was not director.

Q3. Procedure to final accounts, issue notice of agm and acceptance financial statements if one director of 2 (total 2 directors) is out of India and will be back after 6-8 months. Can one director do the necessary without board meeting.

Please Reply

Thank You

CS Vishal Mehta

CS Vishal Mehta (Expert)
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04 November 2014 A1: NO, Third Director needs to be appointed as Additional Director or Director through EGM where all two directors and members remain present and give their consent

A2: NO, New Director can not sign BS of FY in which he was not a Director

A3: NO, Board Meeting is compulsory and essential, if Member is out of India, then he has to appoint proxy in India who can attend AGM and give consent, if Director is out of India, no issue, board meeting can be done through video conference, and his scanned signed image is sufficient for a time being

Message likes : 1 times

Querist : Anonymous

Querist : Anonymous (Querist)

04 November 2014 Scanned signed image of his signatures?

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