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Death of director

Dhananjay Reddy (Audit Manager) (194 Points)

13 December 2011

Dear friends

pls clarrify me regarding the following

The are two directors in a private limited, out f which one died on 06.08.2010. No other director is appointed till date.

My question is whether another director be appointed on same date, (since no. of directors had fallen below statutory limit).

And what are the forms required to be filed with ROC ???

pls frnds reply asap.

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17 Replies

CA Maulik Rachh (-) (114 Points)
Replied 13 December 2011

I think directors status will be changed in ROC and as on Balancesheet date there should be atleast 2 directors

Rashi Tiwari (Company Secretary) (131 Points)
Replied 13 December 2011

i think new director should be appointed on the same date.

form 32 for his aapointment will be filled, and for the director who has expired form 32 will be physically filled with roc.

CS RAJESH C.CHOUDHARY (ASSISTANT MANAGER) (14607 Points)
Replied 13 December 2011

No need to appoint director on back date.Exercise Provision at Regulation 75 of Table A of Companies Act 1956 for appointment of Director.

Priyanka (Assistant Company Secretary) (905 Points)
Replied 13 December 2011

You Can file a F-32 appointment and declaration of death of Director in the same meeting.

However while filing take care that the appointment part come before the resignation.

I think that would be OK

Dhananjay Reddy (Audit Manager) (194 Points)
Replied 14 December 2011

Dear friends...

Pls confirm me whether form 32 would be sufficient compliance ???

And one more doubt is whether new director would be eligible to sign E-FORM 32 ????

Parashar (Company Secretary 2004) (1013 Points)
Replied 14 December 2011

You have to appoint a director by back date following Reg. 75 of the Table A, it is surprising how your company working with one director (below minimum no. of director) which is illegal, how accoundts finalised and how AGM held ?

Dhananjay Reddy (Audit Manager) (194 Points)
Replied 14 December 2011

Dear Parashar

No operations have done till date and Annual returns and annual reports were not filed till date.

Now they want to restart the operations again.

And one more thing is the new director is daughter of deceased director....can shares of deceased director be automatically transferd to his daughter by noting down in minutes or is there any legal procedure i.e., intimating ROC etc., ???

If ROC is to be informed abt transfer of shares to his legal heir (New director)...what forms are required to submitted ???

Parashar (Company Secretary 2004) (1013 Points)
Replied 14 December 2011

Now the picture is more clear. You should follow this procedure:

Firstly check the Articles, if nothing is contrary thereto is mentioned, hold a Board mtg by back date and appoint one additional director and file form 32 using the digital signature of the surviving director;
Take second agenda in the board mtg for noting the sad demise of the director.
The shares of that director will be transmitted(By operation of Law) to the Legal heir(check the nomination and also his will if there is any) but not to his daughter automatically.
For transmission of share, there is no legal filing as such, as it is not a transfer.
An application must be received by the company from Legal heir alongwith the : death Certificate, succession certificate if there is no will, affidavit of right in shares of the company and an indemnity bond.

Dhananjay Reddy (Audit Manager) (194 Points)
Replied 14 December 2011

Thank You Parashar,

Pls tell me whether any E-Forms is to be filed with ROC for transfer of shares from one person to other.

Parashar (Company Secretary 2004) (1013 Points)
Replied 14 December 2011

Sir, I already told you this is NOT TRANSFER, THIS IS TRANSMISSION (by operation of LAW) NO LEGAL FILING WITH ROC.

Dhananjay Reddy (Audit Manager) (194 Points)
Replied 14 December 2011

Sir,

Sorry to disturb you again, Iam asking in general transfer of shares (not transmision of shares) by one person to another...in that case is there any forms to be filed with ROC ???

Parashar (Company Secretary 2004) (1013 Points)
Replied 14 December 2011

Need not say sorry, we all are friends here, In case of transfer also there is no filing with the ROC, only Form 7B is to be used which is validaity by ROC. There is proper procedure for transfer also. You are always most welcome to ask any query.