State the consequences in each of the following cases giving reasons for your answers: A Public Company has 150 shareholders in total of which 47 members and 2 out of 4 directors dies due to epidemic. What is the time fr
CS Executive · Setting up of Business Entities and Closure · PYQS · June 2021
State the consequences in each of the following cases giving reasons for your answers: A Public Company has 150 shareholders in total of which 47 members and 2 out of 4 directors dies due to epidemic. What is the time frame allowed under the Companies Act for compliance in case of non-compliance of provisions regarding status of the Company?
Answer & Explanation:
Due to separate legal entity concept, a company limited by shares, whether private or public, is not affected by death of one of its shareholders, but the shares are transmitted to the next kin or legal heir of such deceased shareholder and the company continues to run its business as usual. Section 149(1) of the Companies Act, 2013 requires that every public company shall have a minimum number of 3 directors. Further, Section 161(4) of the Companies Act, 2013 states that if the office of any director appointed by the company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the articles of the company, be filled by the Board of Directors at a meeting of the Board which shall be subsequently approved by members in the immediate next General Meeting (Annual General Meeting or Extra-Ordinary General Meeting). Therefore, in the given case of a director's death, subject to any provisions of the Articles of Association of the company, the Board is empowered to fill the resulting casual vacancy which may be filled by Board of Directors at Board meeting and which shall be subsequently approved by members in the immediate next General Meeting.
Topics: Company Law
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