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Sec 252-min no. of directors

c.vamshi krishna (article assistant) (25 Points)

14 August 2011

As per section 252 the min no. of directors are 3 and 2 for public and private companies respectively.as per articles we can provide more no. for min directors, in such a case,smaller no. cant act and acts done by them is invalid
exception to above"however where the articles provide that remaining members can act not withstanding vacancies,the smaller no of directors can validly act"

iam unable to understand the above exception,can u please clarify.

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1 Replies

MD.Taufique (CA,CS) (308 Points)
Replied 14 August 2011

As far as i know the min number of directors in public company is 3 and in private company is 2.But article can provide a higher than these limits.In such cases, if minimum number is not satisfied then the act done by the directors would be invalid.But if articles provide that the the directors can act if vacancy is created in the board, then the act would not be invalid.for example to increase the number of directors if it has fallen below the statutory limit.