Minimum No. of Directors

The Company ABC  I m workin on is a Public Unlisted Company:

The Problem:

Minimum no. of Directors reqd. in a Public co. is 3. But the AOA of this ABC co. provided minimum 4 directors since 2005, its incorporation. All this time it had only 3 directors. Now how to fix everything up so as to not create legal complications later. Any  retrospective effect  and late fees  applicable ??

Thanx,

mohit

hey guys... plz help... i have vry little exposure wid practical difficulties wid ROC n other bodies...

Dear,

Do one thing, file a Form 32 for appointment of a person as a director w.e.f. the date of incorporation. and amend ur minutes accordingly, if possible.

agreed with ur idea.. eveni thgt the same... but wont it give rise to other problems like:

• Defective Return (list of directors id mentioned there)
• List  given to Banks
• List given to NSE for various dealers & merchant banking certificate.

how do we counter both then ???

Dear,

U can't File Form-32 from the date of Incorporation.

So it will be better to appoint him with current date.

Dear Mohit,

If the minmum no of directors as per the AOA is not complied with all the acts of the Board will be void as it is not properly constituted, All the resolutions passed by the Board have to be retrospectively approved by the shareholders to validate all previous acts of the Board and the Shareholders may raise the no of directors to comply with the minimum requirement.

First conduct a board meeting to appoint the additional director and once the board is validly constituted call for a GM to take not of the non-compliance and ratify all previous acts of the Board.

thanx...