director resignation

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CS Seema (Querist)
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25 February 2009 if a private company has two director and one of them has resigned and only one director is continuing what are the conseqences and remedies

CS Yogesh Sachdeva

CS Yogesh Sachdeva (Expert)
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25 February 2009 As per s. 252(2), every company other than a public company should have atleast 2 directors.

As the directors act in a collective manner through the Board, an individual director as such cannot perform a valid act.

Since there is only one director left, recourse u/s. 260 & 262 are also not available as these powers may be exercised by the Board only. An EGM may be called to appoint a director.

Simant Prakash

Simant Prakash (Expert)
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25 February 2009 As this is a private Company, the appointment can be done in a general meeting, preferably an EGM in this case - Refer Sec 255(2). However, any restrictive clauses in the Artciles needs to be borne in mind.

The appointment of atleast one more director is imperative in order to have a minimum qourum (2 directors)and a board of Directors to exist.

CS Seema

CS Seema (Querist)
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26 February 2009 thnks but can a single director able to call EGM

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