Minimum number of directors non compliance

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Swapnil Jain (Querist)
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25 October 2012 Dear CCI Members,

I have a doubt. A private limited company in its Articles has a clause that minimum no. of directors is 3. One of the director got retired. The company continued its activities for some time. Now , there is default in AOA compliance. I need to know if there is any penalty for non compliance of clause of AOA and what steps the company should take in order to comply with all the relevant sections? The company seeks to keep only 2 directors now. Is amendment of Articles possible now after default has been done. Please give procedure for amendment of AOA as well. Thanks a lot in advance

Ajay Mishra

Ajay Mishra (Expert)
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25 October 2012 Hi

STEPS FOR CHANGE/ALTERATION IN ARTICLES OF ASSOCIATION OF THE COMPANY:

1. Call a Board meeting for proposed change/alteration under section 31 of the Companies Act, 1956.
2. Hold a Board meeting for passing following resolutions:
a. Alteration of clause of AOA
b. Fixing date time place for general meeting for approving the above resolution by shareholders.
f. approval of draft notice of general meeting.
g. Authorisation for filing forms with MCA.
3. Hold a general meeting for passing above resolutions.
4. File Form-23 with MCA with in 30 days from passing of shareholders resolutions.
5. Get certificate from ROC for change, if required, of the company

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