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Nidhi Thakkar (Querist)

22 February 2011 Quick answer required...... kindly help... In a pvt. ltd. co, where there are 2 directors at the time of incorporation... aftr incoporation 1 of the director passed away.. nw the co. is left out wid only 1 director which is against the Companies Act,1956 rules.... DIN has been applied for the 3rd director to appoint him as an additional director... I ws plannin that let d DIN of the 3rd director get confirm aftr which i will file his form 32 for appointment and once it gets approved will file form 32 for the cessation of the 2nd director.. but m afraid that would ROC take any action against it because d co. is runnin at present wid only 1 director..?????? or it will just charge additional fees for cessation of director...?? the co. is a capital advisor's co. and they want to get a deal done with a stock broking firm eg. anand rathi or sharekhan... m sure this cannot be done with 1 director....bt is der any other solution???? kindly revert back....

udit sharma

udit sharma (Expert)

22 February 2011 Hi...

Can u please explain me the reason for delay in filing of Form 32 for cessation of Director????????

Yes... u r right the Company cant carry on any business with only 1 Director on the Board...

Nidhi Thakkar

Nidhi Thakkar (Querist)

22 February 2011 sure....as i said above, out of the 2 directors 1 has expired n nw the co. has only 1 director.... n to appoint an additional director his DIN is required... and the DIN of the additional director has been applied... till we get d conformation about his DIN we cannot file his Form 32 for appointment...n until he get appointed as additional director der will not b 2 directors in d co. So der is a delay in cessation of the dead director....

udit sharma

udit sharma (Expert)

22 February 2011 Suppose the date of cessation of one Director is 22.02.2011 and the date of appointment of Additional Director is 22.03.2011.

Now, as per ur opinion, when u file Form 32 for appointment of Additionaal Director the date of appointment will be mentioned in the form and similarly after approval of Form 32 for appointment, u will file Form 32 for cessation of Director, in that also the date of cessation will be mentioned.

So, reason u cited above will come to the notice of ROC that from 22.02.2011 to 22.03.2011, the Company was functioning with only 1 Director...... m i correct?

CS Taher

CS Taher (Expert)

22 February 2011 Nidhi no need to worry one Director can take decision regarding running of affairs of the company.

ROC will not charge any penalty or take action if the new Director appointed within three months from the date of cessation of the first Director.

No need to delay the filing of form 32 for Cessation, file it on the date actual as the day of cessation.

Nidhi Thakkar

Nidhi Thakkar (Querist)

22 February 2011 Udit Sir...

yea ryte...

But i gotta solution...i will appoint d additional director from the same date when the other director passed away..like if he died on 21.02.2011 i will appoint addition director on the same date by passing a board resolution (which will be back dated)...so dat at least on the paper their will b 2 directors... Once the provisional DIN of additional director gets confirm i will 1st file 32 for appointment and den 32 for cessation...

I hope m goin ryte...

Thanks for your Co-operation...
Nidhi...

Nidhi Thakkar

Nidhi Thakkar (Querist)

22 February 2011 Taher Sir,

Thank you for your advise...

I have written above 1 more solution...kindly advise if dat can be worked...

Thanks for your Co-operation...
Nidhi....

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