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Question on director resignation

SRINIVAS A SURESH (Manager - Accounts) (28 Points)

26 May 2010

I like to understand a question which i have,

There are two directors in a private company (minimum requirement) and one of the director as resigned suddenly?

What is the solution, is that we can appoint a new director with in a gap 21 days or how to deal this.

I received a solution which is that we can only accept the resignation after appointing a new director ? Is this correct or any other solution to handle as per corporate law for such a immediate resigation.

Practically if it isl not possible to get the resignation at a later date? i.e. after appointing a new director . Is there any other way?

Request your help urgently.

Regards,

Suresh - 97418 66608

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12 Replies

Rasesh (CS CWA MBA (Fin) B.Com LL.B (Spl)) (6501 Points)
Replied 26 May 2010

Unless the articles authorise that in such cases, one director can hold a board meeting and appoint another director, the solution that you have stated is the only solution.

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Gargi Ranade (CS) (619 Points)
Replied 27 May 2010

Even in my view , It is not possible for any Company to hold meeting with one Director, I have also faced same situation earlier in that case we appointed new Director followed by resignation of the other director . We filed single form 32 for these two incidents in which we firest mention appointment and after that resignation of the other director. so virtually there were two directors at all the time .If possible accept resignation with effect from meeting date and ask earlier director not to mention earlier date then meeting date.and appointment date should be also with effect from meeting date.

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Kumar (Article) (922 Points)
Replied 28 May 2010

Even if the article authorises , one director cannot hold the board meeting as that will not form the quorum and will be violation of section 174.

Thus the only exit route is appoint a new director before accepting the resignation.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 May 2010

A bit practical approach subject to the availability of suitable candidate:

Before filing form 32 for resignation file another form 32 for appointment of new director. After approval of form 32 for appointment at MCA site file second form 32 for resignation.

In other words if the date of resignation is May 27, 2010 then fix the date of appointment of new director say...May 25, 2010 and file two form 32 as suggested above. (This fixation is after actual resignation.)

However the suggestion above is subject to the approval of retiring director and consent of proposed director to act from May 25, 2010.

Best Regards

medappa (legal) (30 Points)
Replied 04 June 2010

Hi,

What if a person resigned as a director of a pvt. ltd. company a year ago but has not filed form 7 for the transfer of his shares.

Plz advise,

Thanking you

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 04 June 2010

Originally posted by : medappa
	Hi, What if a person resigned as a director of a pvt. ltd. company a year ago but has not filed form 7 for the transfer of his shares. Plz advise, Thanking you

There is no problem at all as he may continue as a shareholder of the company even after his resignation as a director of the company.

Revert if there is any doubt.

Vijay (Student) (21 Points)
Replied 09 August 2010

Dear Sir, Please advice me the procedure of rectification in form 32 of ROC ? I have to change date of appointment of one of the Directors of the co.

Yogesh Bhatt (Company Secretary) (475 Points)
Replied 10 August 2010

Read attached article on Director Resignation.

Yogesh Bhatt (Company Secretary) (475 Points)
Replied 10 August 2010

Read attached article on Director Resignation.

Attached File : 51 article on director resignation.doc downloaded: 392 times

Preety (Company Secretary) (96 Points)
Replied 27 August 2010

Dear Mr Ankur

U have written that we should file two forms - one for appt on 25.07.10 and other on 27.07.2010 for resignation. Cant we file one form 32 wherein first we will show the appt being shown first in agenda and then resignation , if both happens on the same day.

Regards

Preety