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CASUAL VACANCY IN PVT. LTD. CO.

CA; CS-Final (One Group)

Dear All,

 

There is a Pvt. Ltd. company (not a subsidiary of any public co.) having 4 first directors as per AOA + 2 additional directors. One of the first 4 directors (say Mr. X) expired giving rise to a casual vacancy.  I think only Form 32 is to filed for this vacancy.

 

Now,  this casual vacancy is to be filled up by appointment of one of the relative of Mr. X as a regular director like Mr. X. AOA of the company are silent on this matter. Section 262 is also not applicable as this Pvt. Co. is not a subsidiary of any public co.

 

What procedure to be followed for this appointment. Please give your expert advise ASAP.

Thanks in advance,

CA. SATENDAR KUMAR

Email: skr_ca @ rediffmail.com

 
Reply   
 
Company Secretary


Hi section 262 is applicable to Public Co & Pvt. Co which is a subsidiary of Public Co.. In your case it is a pvt. co so section 262 is not applicable

However for appointing any director in a board then first it is required to appoint him as an Addtional Director under Section 260 of the Companies Act read with applicable Provisions of the AOA and having been so appointed, holds office till the date of the ensuing Annual General Meeting by virtue of Section 260 of the Companies Act, 1956 read with applicable Article of the Articles of Association of the Company and is eligible for re-appointment.

Steps involved:

1) First to appoint the director as an Additional Director in a Board Meeting.

2) To file Form 32 for his appointment as an Additional Director within 30 days of his appointment.

3) To regularized an additional director in the ensuing Annual General Meeting by passing an ordinary resolution.

4) To file Form 32 for his change in Designation i.e from Additonal Director to Director.

Thenafter he can act a regular Director.

Regards

Zankhana Joshi

Baroda

 
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CA; CS-Final (One Group)

In the above case, in case of dead director, while e-filing Form-32, what documents are to be attached? Is any Resolution to be passed in the Board meeting for the dead director? Any other formality to be complied with relating to this matter? Please clarify.

 

Thanks in advance,

 

CA. Satendar Kumar

 
Reply   
 
Company Secretary


As ur is a pvt co, section 262 is not applicable. However it is required to file form 32 for cessation of director becasue of death. No documents are required to be attached for support of evidence. However u can attach board resolution which u will pass for taking note of death of Director as optional attachment.

 

 
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Company Secretary


Board resolution for taking note of death of director in case of Pvt. Co.

RESOLVED THAT the Board of Directors of the Company do hereby take note of the casual vacancy caused by the death of Sh. _______, a Director of the Company.

RESOLVED FURTHER THAT the Board places on record the valuable services rendered by Sh. _______ during his tenure as Director of the Company and expresses its deep sense of appreciation and gratitude for the same. 

RESOLVED FURTHER THAT Sh.___________, Director or Company Secretary of the Company be and is hereby authorised to do all such acts, deeds and things as may be necessary & expedient to  file the required  forms  with the Registrar of Companies, __________."

 

 
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CA; CS-Final (One Group)

Dear Zankhana,

 

Thanks for your quick reply and the valuable information.

 

CA. Satendar Kumar

 
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I need one Board resolution regarding ceased to be Director by death and appointed other person  for director of the Company can anybody send me resolution ....


and that company only 2 director .. one of death than after what procedure required to appoint other person.....

 
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Company Secretary


“RESOLVED THAT Mrs. X ceased to be director of the Company from 04.03.2012 due to the death of Mrs. X .

 

“RESOLVED FURTHER THAT Mr. Y , director of the company be and is hereby authorized to sign and file necessary form 32 with ROC.”

 
Reply   
 

Thanks Neha

Plz Send me resoluation to appoint new  director  in place of death of director.

 

 

 
Reply   
 
Company Secretary


Pls go through this link :

 

http://www.caclubindia.com/experts/appoinment-of-director-539395.asp

 
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