Making Directors Permanent

This query is : Resolved

vimal (Querist)
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27 March 2009 In a Private Company the Directors are appointed in each AGM to hold post till the next AGM. Can these Directors be made Permanent Directors by passing an Ordinary Resolution in an EGM convened for the purpose?

If yes, resolution (or any other form) need not be filed with ROC or e-MCA since it is only an Ordinary resolution. Is it Right ?

CS Jignesh Mistry

CS Jignesh Mistry (Expert)
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28 March 2009 the opening para of s.255 state that "unless the articles provide for the retirement of all directors...." so, if directors are subscribers and if AOA dosenot provide any such retirement provision directors can be appointed as permanent directors.

please suggest if anyone have different idea

Vishal Chaturvedi

Vishal Chaturvedi (Expert)
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28 March 2009 i agree if article say so then only required as it is private co.

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vimal

vimal (Querist)
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29 March 2009 Thank you for your replies and suggestions.

The AOA has appointed 4 First Directors as permanent ,out of whom only 1 is surving now.
The AOA says nothing else except that there cannot be not be less than 2 directors or more then 12 directors.

The remaining directors where appointed at different points of time from 1990 to 1995 in AGMs to retire at every AGM and re-appointed at every AGM.

So these directors can be made permanent by just passing an ordinary resoltion in EGM without filing anything to ROC.

Or is there any other procedure ?
Form 32 is not required as it is not appointment / Change in Designation ? Form 23 is not required as it is not a Special Resoltion. Anyother form to be filed ??