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In case of one director left out of two

Shristi Jain (Practicing Company Secretary LL.B & B.com) (419 Points)

19 August 2015

In a private limited company what is the procedure if only one director left out of two

There were two directors in a private company and out of the two one director is dead

Please let me know whether one director can be quorum and if yes how one director can appoint another director I mean procedure

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6 Replies

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 19 August 2015

Private company must have minimum two directors and hence appointment of one more director is mandatory in the given case. The only issue is when to appointment and who will appoint.

Legally speaking, Sec.174(2) provides that the continuing director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning general meeting of the company and for no other purpose. Hence remaining one director can also appoint new director. However, practically speaking the system may not accept DIR-12 for death of director and may give message that the number of directors has reduced below minimum fixed by the Act. Hence it will be advisable to appoint someone as new director on or before the date of death and file DIR-12 accordingly.

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Shristi Jain (Practicing Company Secretary LL.B & B.com) (419 Points)
Replied 20 August 2015

Thanks sir for your reply

I want to ask whether two DIR-12 is to be filed or one DIR-12 is sufficient

I mean one for appointment and one for cessation??

ACS Anjali Jain (SERVICE - CS) (472 Points)
Replied 21 August 2015

Two DIR12 will be required

prakash (Company Secretary) (1352 Points)
Replied 22 August 2015

Dear

You can file appointment and resignation in single Form- DIR-12, but first insert details of appointment and later resignation.

mukesh rana (7 Points)
Replied 16 January 2021

can Additional Director be appointed by Shareholders in Extra-ordinary General Meeting if out of Two Director one Director resigned and since there is no Quorum for Board Meeting?

Darshan Ganatra (7 Points)
Replied 04 January 2023

In my Case, we are two directors and one of the directors managed to get her name off from the MCA database. ilegally. her reisgnation is not accepted and the MCA has only one director now..What can Do in this case ?

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