Appointment and resignation of Director

One more thing to mention --- don’t take to forget a valid DIN number of the proposed director. Valid DIN here means DIN approved from MCA.

For resignation of an ordinary director there is no need to pass any resolution in the board meeting. However simple noting in the subsequent board meeting would be enough.

Find below the resolution for noting of resignation and appointment of additional director u/s 260 of companies act, 1956.

Appointment of Additional Director:

“RESOLVED THAT pursuant to Section 260 of the Companies Act, 1956 and Article No.______ of the Articles of Association of the Company, Mr. Rajesh Gupta be and is hereby appointed as Additional Director of the Company.”

RESOLVED FURTHER that any director of the Company be and is hereby authorized to file the return in form 32 pursuant to section 303(2) of the Companies Act, 1956 with the Registrar of Companies concerned in the prescribed form.”

Taking note of Resignation of Director

“RESOLVED THAT the resignation of Ms. Pallavi Jain, Director of the Company, be and is hereby accepted with effect from the 26^th day of the June, 2008 and that the Secretary of the Company be and is hereby instructed to make appropriate noting in the Register of Directors accordingly and file Form No. 32 with the Registrar of Companies.”

Dear sir,

i have a query...

A pvt Ltd co. has 2 directors. Both wants to resign on same day and to appoint 2 new additional directors.

is it possible that company can continue with only 2 additional director and no one else? i mean without having a director appointed in AGM.

Thanks in advance