Directors

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chandra gopal (Querist)
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13 October 2011 if the articles have set the minimum no. of directors more than the statutory minimum, and later on if the no. of directors fell below the no. mentioned in articles, then what is the provision?

ADVOCATE CA MOHIT SURESH GUPTA

ADVOCATE CA MOHIT SURESH GUPTA (Expert)
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13 October 2011 the directors should be with in the minimum limit within 3 months or the company will become defunct and illegal.

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chandra gopal

chandra gopal (Querist)
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13 October 2011 but wot about the contracts entered by the co. during 3 months??

and will the law not supercede over the articles? i.e. irrespective of articles , as the directors have not fallen below the statutory minimum the co. remains legal.

chandra gopal

chandra gopal (Querist)
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13 October 2011 plzz answer!!!!!

Saroja

Saroja (Expert)
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13 October 2011 that three months if anything happen na, company will not be liable, the person who one there is liable for that.

one thing, appoint a new director or else close the Company (after the default continues).

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chandra gopal

chandra gopal (Querist)
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14 October 2011 that means articles will overrule law....

i mean if articles decide no. of directors above the limit prescribed under the act, then co. must follow the articles otherwise it will become a defunct co.

is my interpretation correct???

Saroja

Saroja (Expert)
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14 October 2011 u knw one thing, which one will over ride? ha ACT only over ride. so if ur AOA against then ACT will over ride.

chandra gopal

chandra gopal (Querist)
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14 October 2011 aoa is not against law.... it is permitted by act that aoa can increase the minimum no. of directors.....
but my query is that if co. doesnot comply with articles but also doesnot violates law,then also will it become illegal.

for eg.
abc pvt. ltd.
as per aoa min no. of directors = 4
as per act = 2
actual no. of directors = 3
co. continues the business for 3 months

now what will be the result?
1. will the co. declared as defunct?
2. those contracts entered into by co. during this period , will co. liable to them?

chandra gopal

chandra gopal (Querist)
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16 October 2011 plzzzzz reply

Saroja

Saroja (Expert)
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17 October 2011 u can alter ur AoA passing special resolution, till that time the person who is there is liable.

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