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When there is only 1 director remaining on the board

Learner (Student) (409 Points)

06 July 2017

What happens when there is only 1 director remaining on the Board and continuing director does not want to appoint any additional director? Outgoing director has resigned 15 days back and continuing director does not want to appoint any director now. How long can company run with only 1 director? Company hasn’t paid employees salaries for 3 months.

What is solution available for employees/company in case continuing director is delaying in appointing the another director/additional director?

Thanks in advance.

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3 Replies

Law Aspire (CS) (755 Points)
Replied 06 July 2017

Whether CS will be liable if such thing happens?

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Manan Jajn (10 Points)
Replied 08 July 2017

according to me if company is not fulfill minimum requirement of his directors in the company there is power of ROC to strike off the name of the company.

company have to comply the requirements of companies act

if the companies director decrease to minimum requirement and the company is not appoint any director within 6months from the date of decreasing director ,ROC have power to srike off the name of company.

Sanjay (Associate) (152 Points)
Replied 09 July 2017

Dear Learner,

Please note in case of casual vacancy of private limited company TABLE F regulations of Article of Assoication states that when number of directors fall below from statutory limit then 1 director has power to call Extra-ordinary general meeting. The agenda of meeting will be only 1 thing i.e. apointment of new additional director..

Table F reproduced for your reference :

69. The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company, but for no other purpose.