Vacation of office of a director

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Querist : Anonymous

Querist : Anonymous (Querist)

27 June 2015 Two directors residing aboard did not attend the last five board meetings.Though leave of absence was granted to them.As per section 167(b) the office of Directors becomes vacant. Though notice of meeting was served to them. Now shall I file eform DIR 12 for vacation of office and then appoint them as additional directors and then approve their appointment in agm.

Ankur Garg

Ankur Garg (Expert)
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02 July 2015 I would suggest you to appoint 2 resident director first to resolve this issue. Reason being vacation and appointment and then vacation again is not a solution.

Have a chat with foreign director and make them understand the requirements of Indian Law.

Thanks

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Querist : Anonymous

Querist : Anonymous (Querist)

04 July 2015 Thanks Sir for your suggestion. I have talked to them regarding this and they want reappointment and had assured that they will attend the Board Meetings through VC. Now my question is are they eligible for reappointment.

Ankur Garg

Ankur Garg (Expert)
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04 July 2015 As per my opinion MCA filing system wont allow you to file form DIR.12 for vacation of both directors.

Reason being minimum requirement of having 2 dir in a pvt. company.

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Querist : Anonymous

Querist : Anonymous (Querist)

05 July 2015 Sir, there are seven directors in the Company and out of seven two resides aboard.

Ankur Garg

Ankur Garg (Expert)
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06 July 2015 Oh...Great.

Now there is no problem. File form DIR.12 towards their vacation and then appoint them as director.

Further I would suggest you to appoint them in the EGM as director in order to avoid regularisation procedure and duel filing of DIR.12. First for appointment as additional director and second for their regularisation.

Thanks

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