CS Smriti Sharma (ACS, B Samrish & Co.) (880 Points)
27 July 2012Dear members
I have query regarding cessation of Director due to death. In a Private Ltd Co. there are only "2" directors, one died. Now a new director is required to be appointed in place of dead director to maintain the minimum no. of directors as required by Act. But how could a board meeting be held with one director only? Kindly help me resolving the query.
Thanks & Regards:
Smriti Sharma
CS Mitesh Mehta
(Company Secretary)
(17139 Points)
Replied 27 July 2012
Regulation 75 of Table A of Articles of Association provides that where the number of director goes down below that required for a quorum, even a single director can act for the limited purpose of increasing the number of directors to that fixed for the quorum or summoning a general meeting of the company but not for other purpose.
CS Smriti Sharma
(ACS, B Samrish & Co.)
(880 Points)
Replied 27 July 2012
Therefore as per Regulation 75 a company may with one Director given the circumstances warrant so acknowledge the death of deceased director & appoint new director in same board meeting. Am I correct?
Manjunatha M K
(Manager - Accounts)
(318 Points)
Replied 27 July 2012
Only "Additional Director" Can be Appointed by the director
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 28 July 2012
/forum/re-one-out-of-2-directors-on-the-board-1-expires-then--33648.asp#.UBPbPpFI_p8
The above query has alredy been resolved in the above link.
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