casual vacancy

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Monika Gurwala (Querist)
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22 July 2009 what to do if out of three directors of a public company one director has died.
can i simply pass a resolution for casual vacancy and file F-32 with ROC or there is any other procedure for the same.

Actually i have to make this co. a defunct co. so i have to follow very simply procudure because nothing is remain in this co.

plz suggest a simple process.

Jagruti (CS)

Jagruti (CS) (Expert)
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22 July 2009 yes I think this is appropriate procedure

CS Vandana Kacholia

CS Vandana Kacholia (Expert)
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22 July 2009 Dear Monika

Pass a board resolution for cessation of directorship for the director who has died and pass a resolution in shareholder meeting to fill the causal vacancy and file form 32 with ROC.

Thanks & Regards
Vandana Kacholia

Ankur Garg

Ankur Garg (Expert)
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22 July 2009 Hi,

Totally disagree with Ms. vandana.

First there is no need to pass board resolution for cessation of directorship and noting in board minutes would be enough.

Second you can not fill casual vacancy u/s 262 in the shareholder's General Meeting.

Casual vacancy u/s 262 can only be filled at a board meeting.

SOLUTION
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In the above situation you have 2 options as supported by Regulation 75 of Table ‘A’.

1. You may appoint one Additional Director u/s 260 by following Regulation 75 of Table ‘A’ ; or

2. You may also summon a General Meeting of the company to increase the strength of Board of Directors by appointing a regular Director.

Study Regulation 75 of Table ‘A’ thoroughly.

Best Regards

Ankur Garg

Ankur Garg (Expert)
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22 July 2009 Note one important thing above Regulation 75 of Table ‘A’ is available to you only in case you have not exclude the Table ‘A’ in its entirety. In case you have exclude the applicability of Table ‘A’ then in that case you have to rely up on your present adopted Articles of Association.

If you need any further clarification please revert.

Regards

Monika Gurwala

Monika Gurwala (Querist)
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22 July 2009 Actually i have to make this co. a defunct co. so i have to follow very simply procudure because nothing is remain in this co.

plz suggest a simple process.

Ankur Garg

Ankur Garg (Expert)
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22 July 2009 Dear Monika,

Kindly appreciate in order to follow simple we can not contravene legal provisions.

In my opinion follow the provisions otherwise non complince may create future problem in your task (defunct co.)

Regards

Radhe Namdev

Radhe Namdev (Expert)
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01 December 2011 To making the thing simple how we can avoid the law and procedure or violate the same by knowing its wrong, when we have the right way to go ahead we should follow the right professionally

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