Diseased director of private limited company
NISHA SETHI
(Querist) 11 January 2016
This query is : Resolved
Respected Sir/Madam,
In a private Limited Company having authorised capital of Rs. 1,00,000 there is only two Directors who are Shareholder of 50-50% shares of the Company. Some time ago one of director is died and diseased Director was husband of second director. And both director has only a minor son. Article is Silent related to this. Than what should this company do for run company.
dr g balakrishnan
(Expert) 12 January 2016
Modify the articles of association, include your minor son in the company as a director under your guardianship, as there is no need for two directors in one man company OMC.
DR.VEDULA GOPINATH
(Expert) 12 January 2016
THE EXISTING DIRECTOR (wife) can convene an extra ordinary general meeting and induct two more directors.
In your query, you are silent about number of shareholders.
Due process of law, the minor can inherit the shares(if any) of the deceased director and the second director (wife) can be the natural guardian for such shareholding.
Minor bank account can be opened and the dividend or any amounts can be remitted into the same account.
Let me read your MOA and AOA to advise you further
cs Dr Vedula Gopinath advocate/arbitrator
vgnath@gmail.com m9848227926
NISHA SETHI
(Querist) 12 January 2016
Thank You Sir,
In this Private Limited Company there is only two shareholders first is present director(5,000 shares) and second was diseased Director(5,000 shares).
Rajendra K Goyal
(Expert) 12 January 2016
If MOA / AOA permit can transfer nominal shares to near relative and induce him as director.
ABDUL RAZIQUE
(Expert) 12 January 2016
Adding of new director in respect of deceased director it is depend on the status of MOA / AOA of the said company.
in other way You may appoint one Additional Director u/s 260 by following Regulation 75 of Table ‘A’ ; or You may also summon a General Meeting of the company to increase the strength of Board of Directors by appointing a regular Director. Study Regulation 75 of Table ‘A’ thoroughly. Note one important thing above Regulation 75 of Table ‘A’ is available to you only in case you have not exclude the Table ‘A’ in its entirety. In case you have exclude the applicability of Table ‘A’ then in that case you have to rely up on your present adopted Articles of Association.
T. Kalaiselvan, Advocate
(Expert) 16 January 2016
A Memorandum of Association or the Article of Association shall contain the detailed information about the next course of action in such circumstances, you may go through it, if the said association is silent about it, then you can follow the suggestions made by expert Mr. Abdul Razique.
