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A pvt Co has two directos - A and B. Director A resigns u/s 168 and there is a casual vacancy and the number of Director resulted in less than minimum two.It is proposed that the continuing director B complying with Sec174(2) hold a Board meeting for a limited purpose of appointing a new director C to fill up casual vacancy caused by resignation of A and appointment confirmed in AGM to comply provisions u/s152(2). Is is permitted? Or C is to be compulsorily appointed as Addl Director u/s 161(1)?

Director

Posted By: Sreenivasa rao 10 year(s) ago

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Akansha

Appoint C as an additional director in pursuant to sec 161 of the Act and regularize him in the ensuing AGM

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RAMAMURTHY

Please see clause 69 of Table F of Schedule I to the 2013 Act. Even in the previous Act there was similar provision. The single director will form the requisite quorum for a board meeting where only item will be appointment of additional director. He can not transact any other business.

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