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In a private company there are two directors A & B. Both A & B want to resign. Now if we appoint two additional directors C & D u/s 161. Can A & B resign before regularisation of additional directors C & D in the ensuing AGM.

Director

Posted By: Dhavneesh gupta 10 year(s) ago

This question has been closed if you want to answer,you have to re-open.

Anil

Yes.

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Expert Ankit Singhi

There is no issue in A & B resigning before the regularization of the AD at the AGM but a practical problem would arise in such circumstance as on the date of the AGM, there will be no director in the company until the AD are regularized in the AGM.

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NARENDRA ANDE

I believe, there will not any issue if you appoint first Additional Directors and file intimation with Registrar after registration, the A&B can resign, wherein there will not be any problem in filing resignation with signature of c&d. Otherwise, technically you will not be able to file the form with ROC for A&B unless you file for C&D. With regard to problem at AGM, i could not understand how we can interpret that there will be no director in the Company, since i believe any Addl Director is also a Director of the company.

Gopal

Companies Act requires private company to have two directors at all times. Therefore, C&D can first be appointed by the BOD in the Board meeting as additional director, Further, the resignation of A&B can be in the same meeting. The AGM can regularize the additional director in the ensuing AGM.

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