Death of director
This query is : Resolved
Bidkar Vinit Arunkumar
(Querist)
17 January 2012
Sir our director is expired so what can we do in the board meeting?can we appoint a alternate director?suggest me.
Jiten Gupta
(Expert)
17 January 2012
Not an Alternate Director,
You can appoint the Director u/S 262 (For filing Casual Vacancy)
You can appoint the Director u/S 262 (For filing Casual Vacancy)
17 January 2012
Agree with expert.
Further---
According to the provisions of section 313 of the Companies Act, 1956, an Alternate Director is a person appointed by the Board if so authorised by the Articles or by a resolution passed by the company in the general meeting to act for a director called "the original director" during his absence for a period of not less than three months from the State in which meetings of the Board are ordinarily held. Generally, the alternate directors are appointed for a person who is Non-resident Indian or for foreign collaborators of a company.
Therefore you can see an Alternate Director can not be appointed in the event of Death of a Director.
So you can appointment pursuant to sec 262 to fill the Casual vacancy.
Subject to the provisions of the articles, the Board of directors can fill up any casual vacancy arising prematurely in the office of any director appointed by the company in general meeting. If an office of a director is vacated by the person concerned before expiry of his term, the resulting casual vacancy can be filled by the Board only at a meeting. The person appointed will act as director up to the date at which the "original" director would have ceased to be director. This provision does not apply to a private company. The provision, if any, in the Articles will apply. E-Form 32 for appointment of casual director should be filed by the company electronically to the Registrar within 30 days from the date of appointment.
Further---
According to the provisions of section 313 of the Companies Act, 1956, an Alternate Director is a person appointed by the Board if so authorised by the Articles or by a resolution passed by the company in the general meeting to act for a director called "the original director" during his absence for a period of not less than three months from the State in which meetings of the Board are ordinarily held. Generally, the alternate directors are appointed for a person who is Non-resident Indian or for foreign collaborators of a company.
Therefore you can see an Alternate Director can not be appointed in the event of Death of a Director.
So you can appointment pursuant to sec 262 to fill the Casual vacancy.
Subject to the provisions of the articles, the Board of directors can fill up any casual vacancy arising prematurely in the office of any director appointed by the company in general meeting. If an office of a director is vacated by the person concerned before expiry of his term, the resulting casual vacancy can be filled by the Board only at a meeting. The person appointed will act as director up to the date at which the "original" director would have ceased to be director. This provision does not apply to a private company. The provision, if any, in the Articles will apply. E-Form 32 for appointment of casual director should be filed by the company electronically to the Registrar within 30 days from the date of appointment.
Message likes :
1 times
Jiten Gupta
(Expert)
17 January 2012
Agree with Sanjay Sir,
Would like to clarify More..
Where the Director in whose place new person is appointed is a Rotational Director and he was to vacate his office at coming AGM, Then the person so appointed U/S 262 shall not be considered as Director for appointment U/S 256 only because he has been appointed in place of Rotaional Director.
If he wants to stand for Directorship, He will have to follow Section 257.
IT SHOULD BE NOTED THAT SECTION 262 IS APPLICABLE ONLY ON PUBLIC LTD AND PVT LTD WHICH IS SUBSIDIARY OF PUBLIC LTD AND ALSO SUBJECT TO THE PROVISION OF AOA.
Would like to clarify More..
Where the Director in whose place new person is appointed is a Rotational Director and he was to vacate his office at coming AGM, Then the person so appointed U/S 262 shall not be considered as Director for appointment U/S 256 only because he has been appointed in place of Rotaional Director.
If he wants to stand for Directorship, He will have to follow Section 257.
IT SHOULD BE NOTED THAT SECTION 262 IS APPLICABLE ONLY ON PUBLIC LTD AND PVT LTD WHICH IS SUBSIDIARY OF PUBLIC LTD AND ALSO SUBJECT TO THE PROVISION OF AOA.
Message likes :
2 times
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Tax on Amount transferred in HUF Account
- WRONG GSTR7 ENTRIES ACCEPTED ERRONEOUSLY
- Nursery business
- GST input credit on commercial property
- GST REFUND ISSUE ON PURCHASE OF PLANT AND MACHINERY
- Working on Gold wastage during Melting of old gold jewellery
- TDS on Dashcam rent and allied services
- Intimation under section 245
- HOW TO ADJUST CREDIT NOTE AMOUNT ?
- Urd purchase entry in tally prime
- Subject: Legal Remedy for Removal of Income Tax Demand for AY 2024–25 – Charitable Trust
- Expert Help Required for TDS Refund 100000 Through TRACES – AY 2022–23
- IMPORT PURCHASE ENTRY PASSED IN BOOKS OF ACCOUNT
- FAST DS 26 Undisclosed Foreign Asset Disclosure Scheme 2026
- Regime change
- Tally: Imported bank entries do not show up in manual reconciliation
- Sales of goods of amount Rs97 lakhs to a party
- Confused About My Career After 12th — Cyber Security, AI or Finance? Need Guidance
- FAST-DS 2026 Under Tax Law - No recourse or support for person declaring via this scheme?
- Guidance Needed: Linking Multiple Form 26QB Payments and Responding to ITD Defaulter Notice
Trending Online Classes
-
DT & Audit (Exam Oriented Fastrack Batch) - For May 26 Exams and onwards Full English
CA Bhanwar Borana & CA Shubham Keswani
Subscribe to Pro
Join an elite circle of professionals
CAclubindia
