Director

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Debashis Mandal (Querist)

11 February 2011 Respected Experts,
If a Co has got 2 Directors & one of them suddenly expired then can one Director form the board of directors or can make decisions
Or otherwise within which period a new director is to be appointed
thanks
Debashis Mandal

CA. B.SRINIVASULU

CA. B.SRINIVASULU (Expert)

11 February 2011 In case if a director dies and if there are more than 2 shareholders excluding the expired director then call for an egm and appoint a new director. In case if only 2 shareholders are there and they are the directors then the shares will be transfered to the legal heir and new shareholders has to conduct an egm and elect a director. It will be better if it could be completed within 30days and one director can run the existing business but cannot take major decisions which is bad in the eyes of the law.

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CS Taher

CS Taher (Expert)

12 February 2011 Appoint a new Director within 3 months from the date of expiry of the first Director, till then one Director can make decisions.

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udit sharma

udit sharma (Expert)

12 February 2011 i would slightly differ from expert Taher here.....there is no such time period for which you should wait to induct a new Director and steps should be taken to increase the number of Directors to minimum prescribed as soon as possible.

A Company limited by shares normally drafts in Articles of Association of the Company in accordance with Table A of Schedule I to the Companies Act, 1956. First, check whether the Articles have been drafted in accordance therewith. Regulation 75 of the said table reads that in case the minimum number of Directors on the Board falls below the minimum number, in that case the remaining number of Directors can convene a Board Meeting and induct required number of Directors on the Board or they can convene an EGM for this purpose and such acts shall be valid.

Alternatively, you can also convene an EGM on the requisition of shareholders holding not less than 1/10th of the total voting power.

God Bless

CS Udit Sharma

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