Filling of casual vacancy caused due to death of the director

[VARSHA AGRAWAL]

Members, does anyone can guide me on filling of casual vacancy caused due to the death of the director in a pvt. ltd., where there were only 2 directors.

If anyone has worked on it, please provide me a draft documents.

[BINDU MADHAVA]

Please refer section 174(2)

regards
Bindu Madhava K G

On Feb 13, 2015 7:23 PM, "VARSHA AGRAWAL" <avars...@gmail.com> wrote:

Members, does anyone can guide me on filling of casual vacancy caused due to the death of the director in a pvt. ltd., where there were only 2 directors.

If anyone has worked on it, please provide me a draft documents.

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[Jayashree Chandrasekaran]

Since you have had only the minimum number,you must appoint one director first and then only you can file for the director who has passed away

Jayashree

On Fri, Feb 13, 2015 at 7:23 PM, VARSHA AGRAWAL <avars...@gmail.com> wrote:

Members, does anyone can guide me on filling of casual vacancy caused due to the death of the director in a pvt. ltd., where there were only 2 directors.

If anyone has worked on it, please provide me a draft documents.

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C.JAYASHREE
PROPRIETOR
S.GANESH&ASSOCIATES
CHENNAI
98840 17120

[VARSHA AGRAWAL]

Do u have draft documents, I required the same and I want to know the procedure also. 

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[VIJAY DAKSHINI]

Dear Varsha ji

As the BOD comprises of only TWO director and one died,and one director cant do anything except appointment of ADDITIONAL DIRECTOR as per AOA and CA 2013, call BM and appoint ADDITIONAL DIRECTOR.

[VARSHA AGRAWAL]

Mr. Vijay, can u tell me the procedure in layman language for same. The director died on 1st December and I have to appoint Director in current date, is there any time limit prescribed under Act for filling of casual vacancy of director where quorum get reduced? 

Can 1 director alone can hold BOD meeting? 

[K. Sankara Subramanian]

Refer Article 23 of Schedule I of Companies Act, 1956 (if the Company has not altered its AoA as per Companies Act, 2013. If altered as per Companies Act, 2013, then refer Article 69 of Schedule I the Act.

1. The existing Director must have DSC

2. If the proposed appointee has DIN, obtain consent letter in Form DIR-2. If the proposed appointee does not have DIN apply DSC for him and then file DIR-3 for obtaining DIN.

3. Convene Board Meeting (refer attachment). No item other than appointing the Director shall be held in that Meeting.

4. File 2 separate DIR-12 (for the deceased since he died in December, 2014 and for the newly appointed in February, 2015)

5. Update Statutory Registers

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[VARSHA AGRAWAL]

Does One Board Meeting is sufficient in current date for death and appointment? 

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[K. Sankara Subramanian]

yes it is enough. In that attached Minute, don't take that observance of silence matter, since that was made for public limited co., where we have 2 directors and that meeting was to fill-up the minimum requirement of three.

[VARSHA AGRAWAL]

Thanks a lot..