No of min directors fallen below 2 what's the remedy

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A private company is facing a critical issue as its number of directors has fallen below the minimum requirement of two. The situation is compounded by an outgoing director filing resignation forms before the company could appoint a replacement. Furthermore, the company and the remaining director are showing as 'Active-Non-Compliant' on the MCA portal, with unfiled annual forms since 2014 and an expired DSC. The recommended course of action is to consult a company secretary to navigate these complex compliance issues and appoint new directors.

Prakash Joshi

Prakash Joshi (Querist)
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28 November 2022 Dear friends,
A pvt co had 2directors.one wanted to resign. They appointed another person in his place as an additional director in the same BM. But the outgoing director already filed his form DIR 11 before filing form DIR-12 by the company. Now The company has less than two min directors and MCA master data /MCA list of signatories shows only 1ditector whose dsc expired in 2019. What is the option of the company to appoint a new director who can file DIr-12 with his DSC or can the existing Director update his dsc and then complete the appointment formalities for new director.
Thanks,P.C. Joshi

CA R SEETHARAMAN

CA R SEETHARAMAN (Expert)
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28 November 2022 Yes, the existing Director update his dsc and then complete the appointment formalities for new director.

Prakash Joshi

Prakash Joshi (Querist)
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28 November 2022 Dear Mr Seetharaman,
Thanks for your valuable opinion.
I just got more details. The status of the Director at MCA portal shoiwng
"Active-Non-Compliant". the company has not filed its annual forms since 2014. And this particular director also doesnt't seem to have filed DIR-3 form and his DSC already expired in 2019.
Under these circumstances, what will be the way out to appoint the directors in the company. Currently he is the only director showing under list of signatories and his dsc already expired.

CA R SEETHARAMAN

CA R SEETHARAMAN (Expert)
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28 November 2022 Non complaint director nothing can be done.
Consul a company secretary.

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