Question on director resignation

Unless the articles authorise that in such cases, one director can hold a board meeting and appoint another director, the solution that you have stated is the only solution.

Even in my view , It is not possible for any Company to hold meeting with one Director, I have also  faced same situation earlier in that case we appointed new Director followed by resignation of the other director . We filed single form 32 for these two incidents in which we firest mention appointment and after that resignation of the other director. so virtually there were two directors at all the time .If possible accept resignation with effect from meeting date and ask earlier director not to mention earlier date then meeting date.and appointment date should be also with effect from meeting date.

Even if the article authorises , one director cannot hold the board meeting as that will not form the quorum and will be violation of section 174. 

Thus the only exit route is appoint a new director before accepting the resignation.

A bit practical approach subject to the availability of suitable candidate:

Before filing form 32 for resignation file another form 32 for appointment of new director. After approval of form 32 for appointment at MCA site file second form 32 for resignation.

In other words if the date of resignation is May 27, 2010 then fix the date of appointment of new director say...May 25, 2010 and file two form 32 as suggested above. (This fixation is after actual resignation.)

However the suggestion above is subject to the approval of retiring director and consent of proposed director to act from May 25, 2010.

Best Regards

Hi,

What if a person resigned as a director of a pvt. ltd. company a year ago but has not filed form 7 for the transfer of his shares.

Plz advise,

Thanking you

Originally posted by : medappa
	Hi, What if a person resigned as a director of a pvt. ltd. company a year ago but has not filed form 7 for the transfer of his shares. Plz advise, Thanking you

There is no problem at all as he may continue as a shareholder of the company even after his resignation as a director of the company.

Revert if there is any doubt.

Dear Sir, Please advice me the procedure of rectification in form 32 of ROC ? I have to change date of appointment of one of the Directors of the co.

Read attached article on Director Resignation.

Read attached article on Director Resignation.

Dear Mr Ankur

U have written that we should file two forms - one for appt on 25.07.10 and other on 27.07.2010 for resignation. Cant we file one form 32  wherein first we will show the appt being shown  first in agenda and then resignation , if both happens on the same day.

Regards

Preety

Probably you will face problem in getting the form 32 approved by the ROC. The view given by Ankur is practical.

Dear Mr Ankur

Actually I have filed one Form 32 like this - for appt and resignation,but there was no problem . It got approved by ROC.

Regards

Kamal