Death of a Director

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Sarabjeet Kaur (Querist)

13 July 2009 Dear Friends

what happen on occassion of death of one director in public limited company when there is only three director in the company. please tell me is there any time limit within which causal vacancy u/s 262 is required to be filed

An early reply would be appreciable.

Regards
Sarabjeet

Ankur Garg

Ankur Garg (Expert)

13 July 2009 Hello Sarabjeet,

As far as time limit u/s 262 is concerned the law is silent.

But you should take an early initiative to appoint 3rd director in order to comply section 252.

Convene a board meeting with remaining 2 directors (Refer Regulation 75 of Table A)and fill the casual vacancy accordingly.

Collect the DIN no of new appointee as early as possible in order to file form 32.

one thing to note u may apply for DIN even after appointing him as director in that BM mentioned above. But form 32 can be filed only after obtaining DIN No.

Regards

Sarabjeet Kaur

Sarabjeet Kaur (Querist)

13 July 2009 Dear Sir,

Thanks for your reply. But if a company doesnot appoint third director, then what are the consequences of that. what are the penalties for that

Regards

Sarabjeet

Ankur Garg

Ankur Garg (Expert)

13 July 2009 Hi,

A public is required to appoint minimum 3 directors as desired by section 252 for validly transacting the business of the company. If there are only 2 directors on the board of a public company then this would be treated as violation of one of the basic conditions of a public company.

CONSEQUENCES

As section 252 is silent about penal provisions Penalty as provided in Section-629A would be applicable. Section 629A is applicable on all those sections where no penalty has been prescribed.

Read section 629A for penal provisions.

Also transaction done by such incompetent board would be treated as illegal except appointment of 3rd director by the board by virtue of Regulation 75 of Table A.

Regards

Sarabjeet Kaur

Sarabjeet Kaur (Querist)

13 July 2009 thanks a lot

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