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Number of directorship

Shagun Borgaonkar (Indirect Tax Assistant) (72 Points)

18 February 2016

At the time of incorporation of pvt ltd company i.e. 16th Sept 2015, there was only one director. then on 2nd November two additional directors were appointed. Two major queries : 1. Is it not necessary to have two directors at the rime of incorporation of such company ? 2. Whether 'Additional Director' be considered for calculation for minimum number of directorship in pvt ltd com?

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2 Replies

Rajesh Chouhan (CA Article Assistant ) (33 Points)
Replied 18 February 2016

Hello Shagun !!

Answer for Query 1:

Refer Sec 149(2) read with Section 149(1) : a company after incoporation has one year to comply with requirement of having two directors in case of pvt ltd company.

So, it is not necessary to have two directors at the time of incoporation of company.

Answer for Query 2:

Please refer Sec 2(34) for definition of directors : Section 2 (34) of the Act prescribed that “director” means a director appointed to the Board of a company.

Therefore, Additional Directors, appointed by BOD (obv. if AOA provides for it) shall be considered for calculation of number of directorship of company.

Given the dates in your query I can make out which company you are pointing out.

Peace !!

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ACS Parul Rawat (Entrepreneur | Corporate Law Advisor | Lawyer in Making | AIR-8) (218 Points)
Replied 20 February 2016

@ Rajesh Ji I disagree with your reply Mr. Rajesh Section 149(2) talks about the Co. already in existance on or before 1st April 2014, this is the relaxation provided to those companies and can not be enjoyed by the Company incorporated after 1st April 2014.

@ Shagun JI I really doubt that how can a Pvt. Co. be incorporated with only 1 director, Kindly Check the documents again it must be an OPC and not a Pvt. Company cz only an OPC can be incorporated with one director.