Minimum no. of directors of a pvt. ltd. company

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This query is : Resolved

ARUN KUMAR MAITRA (Querist)

02 October 2016 To perform functions validly a board must have minimum no of directors. If minimum no is not there then the board is not valid one and become incapable.Can a single director of a pvt. ltd. company call a bd meeting to appoint addl. dir in case no. of directors fall below the statutory minimum?

c.bakshi

c.bakshi (Expert)

03 October 2016 Sir, quorum in that board meeting stands invalid and the resolution become void. in this case, conduct general meeting and appoint a person as director after comply with relevant provisions.

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Sachin

Sachin (Expert)

07 October 2016 sir you can call BM for appointment of Additional Director.

ARUN KUMAR MAITRA

ARUN KUMAR MAITRA (Querist)

07 October 2016 Section 174 (2) The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company and for no other purpose.

ARUN KUMAR MAITRA

ARUN KUMAR MAITRA (Querist)

07 October 2016 If the director of the company go below the statutory limit, then Article 69 of Schedule I, Table F give remaining director power to appoint other director or directors to and to call a general meeting but not other purpose. On the basis of Article 69 you your one director appoint other director to comply quoru

Sachin

Sachin (Expert)

07 October 2016 in section 174 (2) they use the OR in fixed for the quorum or of summoning a general meeting. so director has dual authority to hold BM to increase the no of directors as statutory required or to call general meeting to appoint director. but if AOA is not provide such powers to board then they have to call general meeting

c.bakshi

c.bakshi (Expert)

10 October 2016 AOA is subordinate to MOA and Companies Act, 2013 as well as rules, if there is something which is inconsistent with the provisions of act or the said rules, it is null. however, one director can form quorum only in the case of adjourn (next) meeting where the last meeting could not be held due to the want of quorum

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