death of one director out of two in a pvt. ltd. company.

[Shraddha Singhi]

Dear Friends,

The case is of a pvt. ltd. concern, where one out of two director dies 2 months ago from now. What is to be done in this case.

My understanding says: 

Co. to call an EGM and pass SR file form MGT - 14, and thus appoint a director.

Am i lacking any step in this, or any time limit.

Please suggest.

Best regards,
Shraddha Singhi
Company Secretary
in.linkedin.com/pub/cs-shraddha-singhi/46/368/12a/
"Try hard to get what you love or you will be forced to love what you get."

[Amar Hussain Shaikh]

Dear Shraddha,

Existing director can appoint additional director through BM.

Power to appoint when single director left in office

Where the number of directors is reduced to one, it has been held that he can appoint additional directors.  In zimmers Ltd. v. zimmer, (1951) WN 600,  a vacancy occurred when one director resigned.  The sole continuing director appointed his wife as an 'additional' director.  It was held that the vacncy then ceased to exist so that a later appointment of a third director was not made to fill that vacancy.  To the same effect is Channel Collieries Trust Ltd. v. Dover, St. Margret's & Martin Mill Light Rly. Co., (1914) 2 Ch 506 (CA).  Anantalakshmi Ammal (A.) v. The Indian Trades and Investments Ltd., (Supra) following  Banking of Syria, Re, (1900) 2 Ch 272  and on appeal (1901) 1 Vh 115 (CA); Channel Collieries Trust Ltd. V. Dover. (Supra).   It has also been held that a sole continuing director maty appoint additional directors even though the Companies Act requires that there shall always be on the Company's Board at least two or three directors.  Mascon Dvelopment Co. Ltd., Gordon, (1959) 19 DLR (2d) 465 (Canada).

Amar 

 

--
--
************************************************
Mail your comments, feedback and suggestions on CSMysore to Moderator: datta...@gmail.com and Manager: vivekhe...@gmail.com
---
You received this message because you are subscribed to the Google Groups "CSMysore" group.
To unsubscribe from this group and stop receiving emails from it, send an email to csmysore+u...@googlegroups.com.
For more options, visit https://groups.google.com/d/optout.

[Ritu Jhunjhunwala]

you are going correct shraddha ..what mr shaikh is saying i cant assure you since that is not in my memory. so without seeing i cant comment on that. is he is saying then he must have been read it .

Regards,

Ritu Jhunjhunwala

R. Jhunjhunwala & Co.

Company Secretary

Email : rjhunjhun...@gmail.com

Cell No.: +919748710111

[Shraddha Singhi]

What do you say about OR or SR (well m confused)

[Ritu Jhunjhunwala]

or

Regards,

Ritu Jhunjhunwala

R. Jhunjhunwala & Co.

Company Secretary

Email : rjhunjhun...@gmail.com

Cell No.: +919748710111

--

[Shraddha Singhi]

Thanks a bunch.

Stay blessed.

On Tuesday, July 1, 2014 1:25:31 PM UTC+5:30, Shraddha Singhi wrote:

[ranjith shetty]

Dear Shraddha,

I think the continuing director can appoint an additional director or summon the general meeting for the appointment of director as provided in clause 69 of Table-F of Companies Act 2013.

I am reproducing the clause 69 of Table-F of Companies Act 2013 for reference.

69. 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, but for no other purpose.

 

Thank You & Best Regards

CS Ranjith Kumar Shetty

On Tuesday, July 1, 2014 1:25:31 PM UTC+5:30, Shraddha Singhi wrote:

[cspreethi kp]

Dear Members

Before removing in the first instance please appoint a person as a Director and remove the death person.

--

[santhosh kumar]

no once person is dead how will u remove. removing is only a technical thing.

CS.Ranjith kumar shetty views are seconded.

--

CS.M.Santhoshkumar
"From the man who always has a Good heart ! "

ॐ सर्वे भवन्तु सुखिनः

 

 

[BINDU MADHAVA]

Please refer section 174(2)

regards
Bindu Madhava K G

[CS Seema Mhatre]

Hi all,

In case of Private limited company , one of the director who was wife of the other director died approx more than 3 months.

Now I am aware that the second director being the only active director can appoint the director to fill this vacancy through BM.

Now my question is , is there any fixed time limit upto which the vacancy should have been filled?

Or we can fill it anytime [ in this case after 3months now]

Your expert opinions are highly appreciated as the company is not able to do their Annual filing too.

Dear Shradha I saw u posting this query , could you also share your experience about how did u handle it

[VINAY PATEL]

Appoint another Director from Back-end process.

[CS Seema Mhatre]

Thanks vinay for replying. But is there any time limit specified for Appointment

You received this message because you are subscribed to a topic in the Google Groups "CSMysore" group.
To unsubscribe from this topic, visit https://groups.google.com/d/topic/csmysore/bRYD7Z_wGmY/unsubscribe.
To unsubscribe from this group and all its topics, send an email to csmysore+u...@googlegroups.com.
To view this discussion visit https://groups.google.com/d/msgid/csmysore/c374e9fe-30d1-4a03-8df7-a0059817ace0n%40googlegroups.com.

[BINDU MADHAVA]

Please refer Section 174(2)

And it is necessary to appoint new Director within 30 days of death of Director 

To view this discussion visit https://groups.google.com/d/msgid/csmysore/CAGOindJ5C8O2qeSotAp7kEMZRLC0eWHv1im-9gpQtwtRpnU3Sw%40mail.gmail.com.

--

Regards
Bindu Madhava K G

Company Secretary in Practice

Mob: 74060 78555

[NARAYAN DUTT TIWARI]

I think 6 month.

To view this discussion visit https://groups.google.com/d/msgid/csmysore/CAFCiigw3D7X9z%2BAd%3DehPivn9VPOUh8EHNbNrdaQtQAZUrQNcSQ%40mail.gmail.com.

[CS Seema Mhatre]

Hi everyone,

I checked all the relevant sections like section 161 or section 174 , but no such time limit is specified.

According to me the company cant make any business decisions until appointment of another director is made.

And we need to appoint new director and file for cessation of dead director.

Thanks everyone for all your responses , Just thought of sharing the answer of it for everyone's benefit

Sincerely,

Seema Mhatre & Asociates

ACS Seema Shashank Mhatre

IICA certified Independent director

9821412594

[O] : 916 Grohitam Premises, Sector19, 

          Plot No 14B,APMC Market, Vashi 

          Navi Mumbai 400705, Maharashtra.

Visit us: https://csseemamhatreassociates.com/

You think compliance is expensive try Non compliance

To view this discussion visit https://groups.google.com/d/msgid/csmysore/CAGG8qaOKjWnux4sb77Uqfv3ZzRH9viYKejBao%3DsJ4%3DvrfMO8%3Dg%40mail.gmail.com.