Resignation and appointment of directors ?

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CA Abhishek Singh (Querist)

30 April 2012 Hello everyone,

two directors formed a pvt ltd company in oct 2010 but till date annual returns and accounts has not been filed with ROC.

NOW one of the director is going abroad permanently. He want to resign and appoint one new director.

I think first new directors should be appointed by filing form 32 and then the directors should resign by filing form 32. whats ur opinion. also let me know the procedure for the same.

also let me know what will be the late filling fees.

Ajay Mishra

Ajay Mishra (Expert)

01 May 2012 Hi

In Case the director of the company is less than two or the no. of director fix for the quorum, then the remaining director (continuing director or directors) may act for the purpose of increasing the no. of directors to that fixed for the quorum or summoning a general meeting of the company, but no for other purpose.

Please read Regulation 75 of Table A of Schedule I of the Companies Act, 1956.

Regards

ARUN KUMAR MAITRA

ARUN KUMAR MAITRA (Expert)

21 July 2012 Table A is applicable to a Public Limited Company.A Pvt. Ltd. Company must have its own AoA.

However, the Public Ltd. Company can also hold a board meeting with less than the no. of directors fix for the quorum,to appoint additional directors,when the number of directors have fallen below the statutory minimum.(Reference page 3364 in part VI of the Ramiya's Guide to the Companies Act,1956).

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