Out of the 3 Directors on the Board of A Ltd Mr A passed away and Mr B tendered his resignation befo...........

Companies Act-Phase (I & II) Board-powersandMeetings

Out of the 3 Directors on the Board of A Ltd. Mr A passed away and Mr B tendered his resignation before the BM scheduled for 15th of the month. At such a meeting Mr. C being the sole Director could no way achieve the Quorum and as such made business decision by passing resolutions himself. The Shareholders were displeased at such single-handed approval system. Will the resolutions passed stand?

Yes, as there is no way to achieve the mandatory 2 person Quorum

Yes, but only if the resolutions passed are assented to by the Shareholders

No, as the Companies Act only allows continuing director/s to act in order to restore Quorum or call GM of Shareholders

Yes, as the BM was already notified before the events of retirement and death took place, hence decisions taken thereat are legally binding

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