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section 149

05 November 2018

in AoA it is mentioned that minimum number of directors of public companies is 4! can we have such provision ? if number of directors fall below limit in AOA to 3 any dicesion taken by board is valid or not please explain

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3 Replies

Devapriya Dutta (2 Points)
Replied 05 November 2018

A public company can appoint MIn 3 to Max 15 directors, more than 15 requires a special resolution , if no. of director fall below the limit of AOA but still qualify for the limit of companies act 2013, the decision will be valid .as per my knowledge!

Sudhir Todkar (CS Professional) (1021 Points)
Replied 07 November 2018

Since AOA expressly say to maintain minimum of directors then company shall appoint one or more director to maintain such prescribed limit.

However if such meeting was held and decision was taken for appointment of one more director it will be valid.

Company should also see the minimum number quorum required to hold proper board meeting.

If company don't want to appoint director then first amend the AOA from 4 to 3 as minimum number of directors.

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