Additional Director

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Nagaraj SV (Querist)
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23 January 2010 If there are two Directors in a company and two additional directors are appointed, the two original directors Resign from the office.The Original directors can hold the office upto the date of AGM . Now the company has become Director less . how to goahead in this situation

ARUN KUMAR V

ARUN KUMAR V (Expert)
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23 January 2010 The tenure of additional directors is up to the date of agm. Also unless the article provide for retirement of all directors at each agm,not less than 2/3rd shall retire by rotation.
So in the present case if all the original directors were resigned,but company still have additional directors they can call for agm, and agm will appoint sirectors.
Also casual vacancy in the board can fill by the existing directors, even they are additional provided minimum quorum is there.
If the existing directors not sufficient for minimum they can call for general meetring but for no business.

CA Prashant Gupta

CA Prashant Gupta (Expert)
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23 January 2010 as per sec 256 only 1/3 dirctors to be retire so if there is 2 directors then 1 should retire.
if your company has made provision to retire all directors then OK. but u/s 256(4)(a) and (b) clearify that Company will appoint other director or re-appoint these directors in that AGM. So these two original directors will be re-appointed if AGM passes this.
Moreover two additional directors can be also confirm to act as director.

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