A Public company has 3 Directors.One of those Directors died in Dec.2012 & Company did not appoint any additional Director in place of him.Now Company wants to appoint his son as Director who has obtained DIN in May 2013.Now the question is:
1.The procedure & Penal consequences in appointing new Director.
2.Penal consequences of running public company after No. of Directors has fall below minimum statutory limit for 5 months.
As per your queries, appointment of director where director of the company is less than the quorum fixed by article for the meeting of the Board. In your case the, the quorum is not, because of the death of one director out of the three directors.
In such case you must follow the provision of your company articles read with clause 75 of the Schedule I- Table A of the Companies Act, 1956.
Regards
CS Ajay Mishra
Gupta Sachdeva & Co. Chartered Accountants
New Delhi
CA Final
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