CASUAL VACANCY OF DIRECTOR IN PRIVATE COMPANY

[shahru...@gmail.com]

  Dear All,

We have total 2 directors in the private company, out of them 1 directors died one on 19.02.2021

The company was informed on 20.06.2021 about death. now want to appoint another 1 directors in the same whose DIN has been taken on 23.06.2021

what can be done in this case for proper compliance?

[Naveen Kumar]

In case of Death of director remaining director shall constitute the quorum as per Sec. 174(2) and they/he/she can appoint another by person as director...  

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​Thanks & Regards

CS Naveen Kumar

(Practicing Company Secretary)

Mo. No. - 9452865114

[KUNIKA MEGHANI]

If another director has got din on 23.06.2021 so his appointment will be  from 23.06.2021 and when will be deceased director removed.please guide its bit urgent

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[CS Vratika Sidana]

In my opinion, the Director has to be removed on his death date as mentioned in the death certificate and attach the same along with Board Resolution in DIR-12 because the Director can't continue to be a Director in records after his death.

Appoint the new director on or after he has obtained his DIN.

Two seperate DIR-12 shall be filed.

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With Warm Regards,

Vratika Sidana

Associate Company Secretary

[KUNIKA MEGHANI]

But is it possible that till new directors gets appointed single director runs the company 

please guide 

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[CS Vratika Sidana]

In my opinion, the single director has to ensure appointing a new director and practically it will take some time, so he can run the company singly in the duration of the process.

Ensure compliances of Section 161(4) :

"if the office of any director appointed by the company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the articles of the company, be filled by the Board of Directors at a meeting of the Board 5[which shall be subsequently approved by members in the immediate next general meeting]"

Provided that any person so appointed shall hold office only up to the date up to which the director in whose place he is appointed would have held office if it had not been vacated.

and Section 174(2):

"(2) The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of summoning a general meeting of the company and for no other purpose."

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[KUNIKA MEGHANI]

so if director died on 19.02.2021 than first i should file dir-12 for cessation and after that when second director got din than dir-12 should be filed for his appointment. Till his appointment company will be managed by single director as the second director got din no on 23.06.2021

please correct if am wrong

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