Process for filing Form 32 in cases where Director has died
This query is : Resolved
22 June 2010
HELLO SIR,
MY QUERY IS THAT THERE ARE 8 DIRECTORS IN A PRIVATE LTD. CO.AND AMONG THEM 2 DIRECTORS ARE DEAD 2 YEARS BACK,NW I WANT TO KNOW THE PROCEDURE OF FILLING FORM 32 IN THIS CASE WHEN THEY HAVE APPROVED DIN NO.
PLEASE SUGGEST ME THE PROCEDURE AND WAT I HAV TO ATTACH IN FORM 32, KINDLY SEND ME THE RESOLUTION IF ANY.
THANKING YOU
MY QUERY IS THAT THERE ARE 8 DIRECTORS IN A PRIVATE LTD. CO.AND AMONG THEM 2 DIRECTORS ARE DEAD 2 YEARS BACK,NW I WANT TO KNOW THE PROCEDURE OF FILLING FORM 32 IN THIS CASE WHEN THEY HAVE APPROVED DIN NO.
PLEASE SUGGEST ME THE PROCEDURE AND WAT I HAV TO ATTACH IN FORM 32, KINDLY SEND ME THE RESOLUTION IF ANY.
THANKING YOU
22 June 2010
Form 32 is filed for any appointment and vacation of Directors.
In your case the 2 directors are dead, and no steps have been taken by the Company till now ? Its a strange case.
However go through your minute books prepared in the past and see resolutions must have been passed informing the death of the directors.
Second, even if the Company is not informed about the death of directors, non attendance in board meetings without taking leave of absence for a 3 consecutive chances makes a director liable to vacate his office. In that case your Directors are no more required to hold office.
You need to provide more information regarding your query.
In your case the 2 directors are dead, and no steps have been taken by the Company till now ? Its a strange case.
However go through your minute books prepared in the past and see resolutions must have been passed informing the death of the directors.
Second, even if the Company is not informed about the death of directors, non attendance in board meetings without taking leave of absence for a 3 consecutive chances makes a director liable to vacate his office. In that case your Directors are no more required to hold office.
You need to provide more information regarding your query.
22 June 2010
Pl send an e-mail to appl.helpdesk@mca.gov.in furnishing following details under heading "Form-32-death case- No DIN".
1. Name of the company.
2. Name of Deceased Director.
3. Date of Birth.
4. Date of appointment of Director.
5. Date of filing of form 32 for appointment.
6. Date of death (attach certified copy of death certificate).
Upon receipt of approval e-mail from MCA, company will be required to file form-32 directly in ROC office along with filing fee receipt paid through 'pay miscellaneous fee' option.
ROC will upload the same in the electronic records through 'on demand scanning' option and will update the relevant records of the company.
1. Name of the company.
2. Name of Deceased Director.
3. Date of Birth.
4. Date of appointment of Director.
5. Date of filing of form 32 for appointment.
6. Date of death (attach certified copy of death certificate).
Upon receipt of approval e-mail from MCA, company will be required to file form-32 directly in ROC office along with filing fee receipt paid through 'pay miscellaneous fee' option.
ROC will upload the same in the electronic records through 'on demand scanning' option and will update the relevant records of the company.
22 June 2010
Agreed With Chackrapani Ji. There is no other option.
22 June 2010
It may be the case of Section262 - Causal Vacancy. Please read point 2 of guidlines below.
FILLING OF CASUAL VACANCIES AMONG DIRECTORS:
[SECTION 262]
1. Subject — Casual vacancies among
directors
2. Passing Authority — Board of Directors
3. Nature of the Resolution — Resolution with simple
majority
4. Specimen Resolution
"RESOLVED THAT Mr. ........... who has complied with the provisions of
section 264(1) of the Companies Act, 1956 be and is hereby appointed a director
in the casual vacancy caused by the resignation of Mr ................., pursuant to the
provisions of Article 92 of the Company's Articles of Association."
"FURTHER RESOLVED THAT Ms. AJ, Company Secretary be and is
hereby authorised to file Form 32 with the Registrar of Companies and to make
necessary entries in the statutory registers to that effect."
5. Guidelines
(1) The appointment in casual vacancy may be made by the Board unless the
Company's Articles of Association provide otherwise.
(2) Casual vacancy is a vacancy not occurring by effluxion of time, that is,
any vacancy occurring by death, resignation or bankruptcy [York
Tramways Co v Willows (1882) 8 QBD 685] or, generally speaking, any
vacancy arising otherwise than by retirement in rotation. [Munster v
Cammell Co (1882) 21 Ch D 183]
(3) A casual vacancy means in general any vacancy occurring by death,
resignation or bankruptcy and not by efflux of time. [Srinivasan (MK) v
Subramania Ayyar (W.S.) AIR 1932 Mad 100: (1932) 2 Comp Cas 147
(Mad)]
(4) The occurrence of a casual vacancy does not make the Board invalid. The
Board can still function as a Board of directors under section 262 for
appointing a director to fill up the casual vacancy. [Satish Chandra
Chowdhury v Bengal Laxmi Cotton Mills Ltd. (1965) 35 Comp Cas 187
(Cal)]
(5) The appointment must be made only at a meeting of the Board and not by
a resolution passed in circulation.
(6) The section applies only to a public company or a private company
which is a subsidiary of a public company.
(7) Confirm whether the proposed casual director is having Directors
Identification Number (DIN), if he is not having DIN, apply for obtaining
DIN before making appointment as a director.
FILLING OF CASUAL VACANCIES AMONG DIRECTORS:
[SECTION 262]
1. Subject — Casual vacancies among
directors
2. Passing Authority — Board of Directors
3. Nature of the Resolution — Resolution with simple
majority
4. Specimen Resolution
"RESOLVED THAT Mr. ........... who has complied with the provisions of
section 264(1) of the Companies Act, 1956 be and is hereby appointed a director
in the casual vacancy caused by the resignation of Mr ................., pursuant to the
provisions of Article 92 of the Company's Articles of Association."
"FURTHER RESOLVED THAT Ms. AJ, Company Secretary be and is
hereby authorised to file Form 32 with the Registrar of Companies and to make
necessary entries in the statutory registers to that effect."
5. Guidelines
(1) The appointment in casual vacancy may be made by the Board unless the
Company's Articles of Association provide otherwise.
(2) Casual vacancy is a vacancy not occurring by effluxion of time, that is,
any vacancy occurring by death, resignation or bankruptcy [York
Tramways Co v Willows (1882) 8 QBD 685] or, generally speaking, any
vacancy arising otherwise than by retirement in rotation. [Munster v
Cammell Co (1882) 21 Ch D 183]
(3) A casual vacancy means in general any vacancy occurring by death,
resignation or bankruptcy and not by efflux of time. [Srinivasan (MK) v
Subramania Ayyar (W.S.) AIR 1932 Mad 100: (1932) 2 Comp Cas 147
(Mad)]
(4) The occurrence of a casual vacancy does not make the Board invalid. The
Board can still function as a Board of directors under section 262 for
appointing a director to fill up the casual vacancy. [Satish Chandra
Chowdhury v Bengal Laxmi Cotton Mills Ltd. (1965) 35 Comp Cas 187
(Cal)]
(5) The appointment must be made only at a meeting of the Board and not by
a resolution passed in circulation.
(6) The section applies only to a public company or a private company
which is a subsidiary of a public company.
(7) Confirm whether the proposed casual director is having Directors
Identification Number (DIN), if he is not having DIN, apply for obtaining
DIN before making appointment as a director.
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