Dhananjay Reddy (Audit Manager) (194 Points)
19 November 2011Dear frinds,
A Private limited company which was incorporated on 04.09.2011 having only 2 directors. Still now not even one board meeting was conducted.
Now one of the dirctors desires to retire from directorship of that pvt company.
Can any body tell how he can resign from directorship ? How and from when his resignation will take effect ?
ACCOUNTANT
(Student)
(559 Points)
Replied 19 November 2011
The minimum no. of directors for a pvt. co. is two......so it cannot generally fall below that required no. probably........he can retire provided another director is appointed before his retirement.........
Rajeev kumar Nayak
(ACS)
(283 Points)
Replied 19 November 2011
Dear Dhananjay
Any director can resign from directorship even without attending single Board meeting.
Only thing is that no. of director should not fall below 2 in private company.
so in your case convene a Board meeting and appoint a new director and then accept ther resignation of resigning direcor.
Thanks & Regards
Cs Rajeev Nayak
Charu Srivastava
(Company Secretary)
(4210 Points)
Replied 19 November 2011
I agree with Mr. Rajeev..
The number of Directors must not fall below 2 in case of private Company.
The proper recourse is to appoint one more Director and thereafter accept the resignation of Director.
Parashar
(Company Secretary 2004)
(1013 Points)
Replied 21 November 2011
You mentioned this fact that the company has not held any Board Meeting till today.
1. The Companies Act, says that the first auditors of the compay should be appointed within 30 days from the date of incorporation, meaning thereby the first board meeting can be held by the back date.
2. second issue, that director can retire in this first board meeting, but before his retirement the appointment of one additonal director is mandatory so that the legal requirement can be met up.
praveen
(Chartered Accountant)
(6971 Points)
Replied 21 November 2011
| Originally posted by : Dhananjay Reddy | ||
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Dear frinds, A Private limited company which was incorporated on 04.09.2011 having only 2 directors. Still now not even one board meeting was conducted. Now one of the dirctors desires to retire from directorship of that pvt company. Can any body tell how he can resign from directorship ? How and from when his resignation will take effect ? |
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He can retire only after duly appointing another director, so that the statutory limit is not breached.
Once another director is appointed, the person who wants to retire can retire based on the provisions in the AOA.
His resignation ordinarily shall have immediete effect. However, if he is a MD or manager then approval of the board is required as an employee cannot resign at his will and fantacies.
Dhananjay Reddy
(Audit Manager)
(194 Points)
Replied 21 November 2011
Thanx to swetha,Rajiv,Charu,Parashar & Praveen for your valuable sugestions.
CAclubindia
