Shivakumar Swaminathan (Chief Executive) (24 Points)
01 June 2011A Private Company has a minimum of 3 directors who constitute the Board for running the company. Two Directors resign, leaving the company without the minimum number of directors. Would the approval of the resigning directors be required for appointing a director in their place or would it suffice if a new director appointed by the remaining one director by filing form 32?
nidhigoel89
(Company Secretary )
(594 Points)
Replied 02 June 2011
Hello,
Minimum two directors are required for forming quorum for a valid board meeting. So, its advisable that first u pass the resolution for appointment of new director and further pass the resolution for resignation.
Regards
Nidhi
CS Bijoy
(Expert)
(6394 Points)
Replied 02 June 2011
In case of Public Company vacancy in the office of Director in case of death or Resignation of the Director is appointed by the Director but in case of Private Company this rules is not applyed. According to me In the above case two Directors are retire so only one Director can not fulfill the quarum requirement so directors should be appointed by the Member.
Live Course on Invoice Management System (IMS) - 2nd Batch(With Recording)
CAclubindia
