Surtaal Ltd., has three directors on the Board. Two Directors resigned and in their place, two persons were named for appointment of Directors on the Board and their consent was sought for and obtained by the Company. Bu

Section 152 of the Companies Act, 2013 has made Director Identification Number (DIN) a precondition for appointment as Director. Section 152 (3) of the Companies Act, 2013 provides that no person shall be appointed as a director of a company unless he has been allotted the Director Identification Number under section 154 or any other number as may be prescribed under section 153 of the Companies Act, 2013. In instant case, Surtaal Ltd. has three Directors out of which two Directors have resigned and, in their place, two persons were named for appointment of Directors on the Board. Though, the Company have obtained their consent to act as Director, yet they did not possess DIN at the time of attending the Board Meeting. So, they are not eligible to be appointed as Director as they have incurred disqualification under Section 164 (1)(h) of the Companies Act, 2013 by not complying with Section 152(3) of the Companies Act, 2013. Accordingly, immediately upon the resignation of the two Directors, the Board meeting ceased to have the requisite quorum and, if they have attended the Board Meeting, resolution passed in the Meeting is not valid in absence of properly constituted Board and lack of Quorum. Even if Surtaal Ltd. is a Private Limited Company then also to pass a resolution in the Board Meeting, it requires at least 2 Directors to be present to form a requisite Quorum. Hence the resolution passed by the Surtaal Ltd. is not valid.