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Appointment of Additional Director

Bijoy (Tax adviser) (95 Points)

17 January 2011

Can anybody provide me with a resolution for appointing an Additional director by only surviving director of a private limited company (One of the two directors died and now the company became single shareholder and single director)

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CA CMA CS Ram Pavan Kumar Melam (CA) (6980 Points)
Replied 17 January 2011

Hi Bijoy,

As per the requirement of Companies Act, there should be a minimum of two shareholders. If any, shareholder was died, the shares are required to be trasmitted to his / her legal heirs, so that the number of shareholders could be maintained to the minimum requirement.

As there are no minimum number of directors on Board presently, the shareholders at their EGM can appoint directors (not additional directors). As you contemplated you may not appoint additional directors in the present situation as they shold be appointed by the Board and to form the quorum and to validly transact the business as per the agenda there should be quorum as required by its AOA and the Companies Act.

A notice with Explanatory statement needs to be sent to all the shareholders for convening EGM as special business.

If this is a limited company you need to follow certain formalities of section 264.

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Bijoy (Tax adviser) (95 Points)
Replied 17 January 2011

Hi Pavan Thanks for your points.

Here in this case the company was incorporated in 2004 and no statutory requirements are complied with after getting the COI. The company had not started any business also. No bank account is there. No DIN was obtained by any of the directors, Death of the director is notified and Form 32 for Cessation of Deceased partner is not filed. Now the surviving Director wants to wind up the company in EES 2011. Is there any chance to resort this route?