director resignation

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CS Seema (Querist)

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)

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)

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)

26 February 2009 thnks but can a single director able to call EGM

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