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Resignation of directors and signing of minutes

CS Arjun Rajagopal (, ACS)     26 November 2018

CS Arjun Rajagopal ACS 
 89 likes  1039 points

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1. If directors Mr. A, B and C tender their resignation letters on 26.11.2018 with immediate effect and the company also receives the resignation letters on 26.11.2018. In such scenario, can the said directors attend complete board meeting on 26.11.2018 and constitute quorum for the complete board meeting?

2. If above is yes, suppose Mr. A is elected as the chairman and if first two agenda items are appointment of Mr. D and Mr. E as additional directors and then the last three agenda items are taking note of resignation of directors Mr. C, Mr. B and Mr. A. In such scenario after the resignation of Mr. C and Mr. B, what will happen to quorum?. Can the said directors still constitue quorum for the board meeting and conclude the proceedings of the board meeting?

3.Also Can Mr. A act as chairman throught the board meeting and sign the board minutes?

Learned members please post your views.


CS Vasudev Sharma (Service)     27 November 2018

CS Vasudev Sharma
 18 likes  366 points

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1. Yes they Can attend the meeting, keep the board resolution regarding their resingation in the end of meeting and also mention in the BR that effective from conclusion of the Board Meeting.

2. After appointment of Mr. D and Mr. E, mentioned in minutes that " After appointment of Mr. D, Mr. A vacated the seat of chairman of the meeting and will the approval of all other directors Mr. D was elected as chairman of the Meeting for the remaining agenda items."

3. Yes, make his resignation with effect from closing of the business hours of the day 26.11.2018 and keep the date of signing of meeting on 26.11.2018 itself. Please also do not forgot to take acknowledgement from other directors for circulation of draft and signed board minutes of the same date. 

hope you got the solution....

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