appointment of additional director (Corporate Law)

This query is : Resolved

Author : Anonymous

( Author )
20 July 2012

In one company 2 directors are there husband and wife
both are now in jail they want to appoint their son as director how this will be done when both directors are in jail

how the egm will be called when both director are in jail in judicial custody

how we use digital signature

Ajay Mishra

( Expert )
20 July 2012

Hi

I will suggest you to appoint such additional director by passing of resolution by circulation as per section 289 of the Companies Act, 1956.

Member (Account Deleted)

( Expert )
20 July 2012

No they cannot appoint for 2 reasons. The firm would be under scanner & any appointment of Directors is done in the Board meeting. Since the directors are in Jail, no board meeting will be conducted. However, the maximum he can do is generate a power of attornet signed by both the directors.

ARUN KUMAR MAITRA

( Expert )
20 July 2012

They can appoint the Additional Director by holding an EGM.

Ajay Mishra

( Expert )
20 July 2012

Hi

For calling EGM also required a Board Meeting.

Author : Anonymous

( Author )
21 July 2012

how we can sign the form 32 with one of director digital signature when the director is in jail

how poa will be attestted by notary etc when director is in jail
company is not in scanner as both are arrested due to person capacity

CS Ankur Srivastava

( Expert )
21 July 2012

The only option is to appoint him from back date.

Now they cannot do board meeting in jail. SEcondly after 30 days from the date they were sentenced they are disqualified and shall vacate their office of director.

ARUN KUMAR MAITRA

( Expert )
21 July 2012

EGM can be called on the requisition of members also,if the board cannot call the same.

I think that will be the best option in the above circumstances.