death of a director
KESHAV BANSAL
(Querist) 14 May 2011
This query is : Resolved
What is the procedure to appoint a new director, if one of the three directors of a private limited company dies?
M.Sheik Mohammed Ali
(Expert) 14 May 2011
what is your formation of appointment director rules and conditions in formate.
A V Vishal
(Expert) 14 May 2011
On death of the director you need to first file a Form 32 along with a copy of the death certificate of the deceased director and thereafter take a new director as per your requirement and file a Form 32 appointing the director. However, since it is a Private ltd company the minimum requirement of 2 directors is met and only if there is need you can appoint a third director.
KESHAV BANSAL
(Querist) 15 May 2011
I have the following case in front of me:
Mr. Johnson worked as a Captain in the Army for 5 years after which he retired and planned to open his own Textile Manufacturing Company with help of his family members and relatives. One day when everyone had got together for celebrating Mr. Johnson's Birthday.He put this idea in front of them for their consideration to which they all agreed.They also choose a name for the company as 笛ohnson & Johnson Pvt. Ltd.Later the company was registered with the same name.
Mr. Johnson along with his 2 brothers namely Mr. D & Mr. C were supposed to be the Directors of the newly formed company. The company had got itself registered with the main objective of running as a Textile manufacturing firm. The Registered Office of the company was established at 鏑ondon
After 3 years of the company having run in losses the Directors of the company got together for finding out the different ways in order to revive the financial health of the company. In one of such a meeting the Directors of the company decided to now pursue themselves as Real Estate enterprise in place of a Textile manufacturer as they saw a lot of scope in this sector for growth.In order to take the same aim forward they entered into a contract with 泥LF Constructions Pvt. Ltd.乃he Directors while entering into such a contract had presumed that the permission for the same would automatically be given to them as it was for the benefit of the company and would help in improving its financial condition.
1st AGM of the company was held on 1st June,2008. The company decided to call its 2nd AGM on 15th November, 2009. In this meeting the Directors put the motion of dealing in the Real Estate sector before its Shareholders for their approval. The notice of this meeting was duly served to all it's members 21 days in advance and the same was complemented with the Agenda for the meeting.
On 1st September,2009 Mr. D who was one of the Directors of the company died in an airplane crash while he was on his way for attending a meeting at Italy. As the company was in its growth stage and was trying to get out of financial crunch, the Directors decided to fill this vacany at its earliest for which they called an EGM. As a result of this meeting Mr. X, was appointed as the new director of the company in place of Mr. D.
My concern is, in which all situations has the firm, Jhonson and Jhonson pvt ltd violated law?
Also, is immediate appointment of a new director after the death of Mr.D justified and legal?
