22 June 2010
HELLO SIR, MY QUERY IS THAT THERE ARE 8 DIRECTORS IN A PRIVATE LTD. CO.AND AMONG THEM 2 DIRECTORS ARE DEAD 2 YEARS BACK,NW I WANT TO KNOW THE PROCEDURE OF FILLING FORM 32 IN THIS CASE WHEN THEY HAVE APPROVED DIN NO. PLEASE SUGGEST ME THE PROCEDURE AND WAT I HAV TO ATTACH IN FORM 32, KINDLY SEND ME THE RESOLUTION IF ANY.
22 June 2010
Form 32 is filed for any appointment and vacation of Directors. In your case the 2 directors are dead, and no steps have been taken by the Company till now ? Its a strange case. However go through your minute books prepared in the past and see resolutions must have been passed informing the death of the directors. Second, even if the Company is not informed about the death of directors, non attendance in board meetings without taking leave of absence for a 3 consecutive chances makes a director liable to vacate his office. In that case your Directors are no more required to hold office. You need to provide more information regarding your query.
22 June 2010
Pl send an e-mail to appl.helpdesk@mca.gov.in furnishing following details under heading "Form-32-death case- No DIN". 1. Name of the company. 2. Name of Deceased Director. 3. Date of Birth. 4. Date of appointment of Director. 5. Date of filing of form 32 for appointment. 6. Date of death (attach certified copy of death certificate). Upon receipt of approval e-mail from MCA, company will be required to file form-32 directly in ROC office along with filing fee receipt paid through 'pay miscellaneous fee' option. ROC will upload the same in the electronic records through 'on demand scanning' option and will update the relevant records of the company.
22 June 2010
It may be the case of Section262 - Causal Vacancy. Please read point 2 of guidlines below. FILLING OF CASUAL VACANCIES AMONG DIRECTORS: [SECTION 262] 1. Subject — Casual vacancies among directors 2. Passing Authority — Board of Directors 3. Nature of the Resolution — Resolution with simple majority 4. Specimen Resolution "RESOLVED THAT Mr. ........... who has complied with the provisions of section 264(1) of the Companies Act, 1956 be and is hereby appointed a director in the casual vacancy caused by the resignation of Mr ................., pursuant to the provisions of Article 92 of the Company's Articles of Association." "FURTHER RESOLVED THAT Ms. AJ, Company Secretary be and is hereby authorised to file Form 32 with the Registrar of Companies and to make necessary entries in the statutory registers to that effect." 5. Guidelines (1) The appointment in casual vacancy may be made by the Board unless the Company's Articles of Association provide otherwise. (2) Casual vacancy is a vacancy not occurring by effluxion of time, that is, any vacancy occurring by death, resignation or bankruptcy [York Tramways Co v Willows (1882) 8 QBD 685] or, generally speaking, any vacancy arising otherwise than by retirement in rotation. [Munster v Cammell Co (1882) 21 Ch D 183] (3) A casual vacancy means in general any vacancy occurring by death, resignation or bankruptcy and not by efflux of time. [Srinivasan (MK) v Subramania Ayyar (W.S.) AIR 1932 Mad 100: (1932) 2 Comp Cas 147 (Mad)] (4) The occurrence of a casual vacancy does not make the Board invalid. The Board can still function as a Board of directors under section 262 for appointing a director to fill up the casual vacancy. [Satish Chandra Chowdhury v Bengal Laxmi Cotton Mills Ltd. (1965) 35 Comp Cas 187 (Cal)] (5) The appointment must be made only at a meeting of the Board and not by a resolution passed in circulation. (6) The section applies only to a public company or a private company which is a subsidiary of a public company. (7) Confirm whether the proposed casual director is having Directors Identification Number (DIN), if he is not having DIN, apply for obtaining DIN before making appointment as a director.
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