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Cessation due to death

CS Smriti Sharma (ACS, B Samrish & Co.) (880 Points)

27 July 2012

Dear members

I have query regarding cessation of Director due to death. In a Private Ltd Co. there are only "2" directors, one died. Now a new director is required to be appointed in place of dead director to maintain the minimum no. of directors as required by Act. But how could a board meeting be held with one director only? Kindly help me resolving the query.

Thanks & Regards:

Smriti Sharma

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7 Replies

(Guest)

Hi,

Appoint one more director in the company before the death of director and file form 32 for such appointment

After that file form 32 for cessation of director after attaching death certificate to form 32.

Regards,

Neha

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CS Mitesh Mehta (Company Secretary) (17139 Points)
Replied 27 July 2012

Regulation 75 of Table A of Articles of Association provides that where the number of director goes down below that required for a quorum, even a single director can act for the limited purpose of increasing the number of directors to that fixed for the quorum or summoning a general meeting of the company but not for other purpose.

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CS Smriti Sharma (ACS, B Samrish & Co.) (880 Points)
Replied 27 July 2012

Therefore as per Regulation 75 a company may with one Director given the circumstances warrant so acknowledge the death of deceased director & appoint new director in same board meeting. Am I correct?