khushboo (CS) (234 Points)
26 July 2010In a pvt ltd. company, there are two Directors and both are the only shareholders of the Company. Both directors has expired in a plan crash along with nominee of both shareholders. Now question is how can directors be appointed...? can CLB appoint directors as per Companies Act, 1956..?
vishal
(c a final)
(29 Points)
Replied 26 July 2010
in this situation CLB will appoint the directors
khushboo
(CS)
(234 Points)
Replied 26 July 2010
Sir
will u mention that under which section as per section 186
[Power of Tribunal to order meeting to be called.
186. (1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles, the Tribunal may, either of its own motion or on the application of any director of the company, or of any member of the company who would be entitled to vote at the meeting,—
(a) order a meeting of the company to be called, held and conducted in such manner as the Tribunal thinks fit
and
(b) give such ancillary or consequential directions as the Tribunal thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act and of the company’s articles.
Explanation.—The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting.
(2) Any meeting called, held and conducted in accordance with any such order shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted
BUT
In that situation we dont have any Director and Shareholders..
who will apply to CLB ?????
vishal
(c a final)
(29 Points)
Replied 26 July 2010
company is perpetual entity, shareholders legal hairs will be there na
vivek
(CS)
(751 Points)
Replied 26 July 2010
Upto my understanding in this case the High Court will isue probate and by virtue of transmision the shares will be transfered and these shareholders will appoint DIrector.
Wait for the expert's opinion.
Regard,
| Originally posted by : khushboo | ||
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Sir will u mention that under which section as per section 186 [Power of Tribunal to order meeting to be called. 186. (1) If for any reason it is impracticable to call a meeting of a company, other than an annual general meeting, in any manner in which meetings of the company may be called, or to hold or conduct the meeting of the company in the manner prescribed by this Act or the articles, the Tribunal may, either of its own motion or on the application of any director of the company, or of any member of the company who would be entitled to vote at the meeting,— (a) order a meeting of the company to be called, held and conducted in such manner as the Tribunal thinks fit and (b) give such ancillary or consequential directions as the Tribunal thinks expedient, including directions modifying or supplementing in relation to the calling, holding and conducting of the meeting, the operation of the provisions of this Act and of the company’s articles. Explanation.—The directions that may be given under this sub-section may include a direction that one member of the company present in person or by proxy shall be deemed to constitute a meeting. (2) Any meeting called, held and conducted in accordance with any such order shall, for all purposes, be deemed to be a meeting of the company duly called, held and conducted BUT In that situation we dont have any Director and Shareholders.. who will apply to CLB ????? |
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