In case of a private company, its Articles of Association will have to be followed.
In case of a public company, the following procedure is to be adopted
— The candidate for directorship or any member proposing other person for appointment to office of director, is required to give a notice in writing not less than fourteen days before the meeting at the office of the company, signifying candidature for the office of director or intention to propose other person as a candidate for that office, as the case may be, along with a deposit of five hundred rupees which shall be refunded to such person, or as the case may be, to such member, if the person succeeds in getting elected as a director.
— On receipt of notice, the company will inform its members of the candidature of a person for the office of director or intention of the member to propose such person as candidate for that office by serving individual notice on the members, not less than seven days before the meeting. Where individual notice is not practicable, publish notice not less than seven days before the meeting, in atleast two newspapers (one in English and other in regional language) circulating in the place where the registered office of the company is situated.
— Forward copies of this notice also to the stock exchange, if the shares of the company are listed.
— Ensure that the Director has intimated his Directors Identification Number to the Company.
— Ensure that the consent of the director as well as the declaration from the director has been obtained.
— At the general meeting the motion to appoint a person other than the retiring director will be taken up, keeping in view the provisions of Articles vis-a-vis the number of directors. Where more than one such proposals are to be decided, they are to be discussed one by one and the decision of the meeting to be arrived at in respect of each proposal separately.
— Send copies of the notice and a copy of the proceedings of the general meeting to the stock exchange with which the company is listed.
— In case the person is appointed as a director, the company shall refund the deposit of Rs. 500 to the person or to such other member, who had proposed his name for directorship.
— The company has to file particulars of director in e-form 32 with the Registrar of Companies within thirty days of the appointment.
For the purpose of filing e-form 32, the following further details are required:
— Designation of Director
— Details of holding Directorship in other companies
— Details of holding Partnership in any Partnership Firm
— Details of Proprietorship
— Photograph of person appointed
— Evidence of payment of Stamp Duty incase qualification shares have been taken
— The attachment relating to qualification shares, duly filled in and signed on Stamp paper is required to be sent in physical mode to the concerned ROC office
— Consent letter of appointee.
— The particulars of appointment of director should also be given to the stock exchange if the shares of the company are listed.
— The particulars of the director and other aspects of the director have to be entered by the company in the registers maintained under Sections 301, 303 and 307.
— After appointment the director concerned has to inform other companies in which he is director about his appointment within twenty days of the appointment.
23 August 2013
That means in case of a private limited company, taking resignation letter from the resigning director, holding the Board meeting and filing form 32 would suffice.??
The provision of section 255 and 256 is not applicable on private limited company unless it is subsidiaries of public company.
However, the provate company can take the benefit of section 255 and made provision for retiring of director in their articles.
If director is retire, then no need to call Board Meeting, you can file Form-32 with ROC from the date of resignation or as per their articles provision.
In coming Board Meeting you can take note of such resignation of director.
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