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EES 2011

Bijoy (Tax adviser) (95 Points)

19 January 2011

One of my friend is a promoter director in a Private Limited incorporated in 2004. Of the other Two directors, One director(MD as per Articles) was expired in 2005 and the other director is not traceable as he with his family permanently left Kerala. From the date of incorporation they have not started any commercial activity, had not started bank account, had not obtatined DIN and Digital Signature, had not filed any of the Forms with ROC.

In short, my friend is the only survivng director.

My doubt is,

Can he avail the benefit of this Scheme to exit?

As per articles Minimum 2 Directors are required and Minimum Quorum is also 2; How can he proceed to file the Form EES 2011?

What are documents he has to procure for submitting this form?

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3 Replies

nidhigoel89 (Company Secretary ) (594 Points)
Replied 20 January 2011

Hello!

I can suggest a way that may be suitable for u......Show the resignation of the director who moved out in kerala at any time before the cessation of director.

And on the basis of one director file the form and gives the reason one director has given resignation and other was ceased in 2005. Rest no activities carried in Co.

For resignation no need to file form 32 jst have a copy of BR for ur records.

U can clarify at the time of clarification asked by ROC.

Respond if anything not clear.............

Regards

Nidhi

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Neha Gupta (PCS) (377 Points)
Replied 20 January 2011

Nidhi to some extant you may right, but under EES it is necessary that chain of Directors By filing 32 or Din 3 must be complete so the ROC can check the Directors status on site before approving the Form of under EES.

Here is the above case one Director ceased to exist and other is not traceable, so Declaration by only one Director may not be accepted by ROC.

In my opinion if u really wants to apply for Defunct under Section 560 of the Companies Act, 1956 go for simple route, by filing proper affidavits with reasons and do not use this scheme. As all the requirements of Scheme can not be fulfilled by you.

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RAJAS (Company Secretary) (132 Points)
Replied 23 February 2011

You may attach the death certificate of the deceased director. For the absconded you may show that he has resigned. On or before the same date you may create a record of appointment of at least one existing director. Now you are having two directors, who can apply for EES 2011. If you don't have DIN of that 2nd (new) director, it is not prerequisite of the scheme, hence no problem while applying. Only in this case ROC may insist on affidavit of existing directors to indemnify the losses or liabilities of absconded director. That you need to give.