appointment of additional director

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

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

Ajay Mishra (Expert)
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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.

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Guest

Guest (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

ARUN KUMAR MAITRA (Expert)
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20 July 2012 They can appoint the Additional Director by holding an EGM.

Ajay Mishra

Ajay Mishra (Expert)
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20 July 2012 Hi

For calling EGM also required a Board Meeting.

Querist : Anonymous

Querist : Anonymous (Querist)

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

CS Ankur Srivastava (Expert)
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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

ARUN KUMAR MAITRA (Expert)
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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.

Guest

Guest (Expert)

13 September 2012 Ankurji,

U/s 283 (1)(e) period of sentenced to imprisonment is 6 months rather than 30 days for vacation of office.

Regards

Neha

ARUN KUMAR MAITRA

ARUN KUMAR MAITRA (Expert)
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14 September 2012 Form 32 can be filed by the Company Secretary.Hence, in the instant case director's digital signature may not be necessary.

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Guest

Guest (Expert)

14 September 2012 Board meeting can be conducted by video conferencing.

Kumar Gaurav

Kumar Gaurav (Expert)
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