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CASUAL VACANCY IN PVT. LTD. CO.

CA.SKR (CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional) (442 Points)

16 October 2009

Dear All,

There is a Pvt. Ltd. company (not a subsidiary of any public co.) having 4 first directors as per AOA + 2 additional directors. One of the first 4 directors (say Mr. X) expired giving rise to a casual vacancy. I think only Form 32 is to filed for this vacancy.

Now, this casual vacancy is to be filled up by appointment of one of the relative of Mr. X as a regular director like Mr. X. AOA of the company are silent on this matter. Section 262 is also not applicable as this Pvt. Co. is not a subsidiary of any public co.

What procedure to be followed for this appointment. Please give your expert advise ASAP.

Thanks in advance,

CA. SATENDAR KUMAR

Email: skr_ca @ rediffmail.com

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10 Replies

zankhana Trivedi (Company Secretary) (462 Points)
Replied 16 October 2009

Hi section 262 is applicable to Public Co & Pvt. Co which is a subsidiary of Public Co.. In your case it is a pvt. co so section 262 is not applicable

However for appointing any director in a board then first it is required to appoint him as an Addtional Director under Section 260 of the Companies Act read with applicable Provisions of the AOA and having been so appointed, holds office till the date of the ensuing Annual General Meeting by virtue of Section 260 of the Companies Act, 1956 read with applicable Article of the Articles of Association of the Company and is eligible for re-appointment.

Steps involved:

1) First to appoint the director as an Additional Director in a Board Meeting.

2) To file Form 32 for his appointment as an Additional Director within 30 days of his appointment.

3) To regularized an additional director in the ensuing Annual General Meeting by passing an ordinary resolution.

4) To file Form 32 for his change in Designation i.e from Additonal Director to Director.

Thenafter he can act a regular Director.

Regards

Zankhana Joshi

Baroda

CA.SKR (CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional) (442 Points)
Replied 28 October 2009

In the above case, in case of dead director, while e-filing Form-32, what documents are to be attached? Is any Resolution to be passed in the Board meeting for the dead director? Any other formality to be complied with relating to this matter? Please clarify.

Thanks in advance,

CA. Satendar Kumar

zankhana Trivedi (Company Secretary) (462 Points)
Replied 29 October 2009

As ur is a pvt co, section 262 is not applicable. However it is required to file form 32 for cessation of director becasue of death. No documents are required to be attached for support of evidence. However u can attach board resolution which u will pass for taking note of death of Director as optional attachment.

zankhana Trivedi (Company Secretary) (462 Points)
Replied 29 October 2009

Board resolution for taking note of death of director in case of Pvt. Co.

RESOLVED THAT the Board of Directors of the Company do hereby take note of the casual vacancy caused by the death of Sh. _______, a Director of the Company.

RESOLVED FURTHER THAT the Board places on record the valuable services rendered by Sh. _______ during his tenure as Director of the Company and expresses its deep sense of appreciation and gratitude for the same.

RESOLVED FURTHER THAT Sh.___________, Director or Company Secretary of the Company be and is hereby authorised to do all such acts, deeds and things as may be necessary & expedient to file the required forms with the Registrar of Companies, __________."

CA.SKR (CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional) (442 Points)
Replied 29 October 2009

Dear Zankhana,

Thanks for your quick reply and the valuable information.

CA. Satendar Kumar

sankit shah (PRactice) (30 Points)
Replied 01 June 2012

I need one Board resolution regarding ceased to be Director by death and appointed other person for director of the Company can anybody send me resolution ....

and that company only 2 director .. one of death than after what procedure required to appoint other person.....

(Guest)

“RESOLVED THAT Mrs. X ceased to be director of the Company from 04.03.2012 due to the death of Mrs. X .

“RESOLVED FURTHER THAT Mr. Y , director of the company be and is hereby authorized to sign and file necessary form 32 with ROC.”

sankit shah (PRactice) (30 Points)
Replied 02 June 2012

Thanks Neha

Plz Send me resoluation to appoint new director in place of death of director.

(Guest)

Pls go through this link :

/experts/appoinment-of-director-539395.asp

(Guest)

Appointment of additional director:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority

“ RESOLVED that pursuant to Section 260 of the Companies Act, 1956 and Article No..... of the Articles of Association of the Company, Mr...... be and is hereby appointed as Additional Director of the Company.”