Appointing a new director in a small company

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

08 August 2012 1.In a pvt ltd company if a share holder with more than 50% shares wishes to pass an ordinary resolution to appoint a new director, how many days' notice to all shareholders does he have to give?

2. In the same notification can he include a resolution to remove an existing director?

CA Sumiit B Nagpal

CA Sumiit B Nagpal (Expert)
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09 August 2012 For appointing a director, a board meeting or general meeting is needed depending on your requirement i.e. additional director, and for that meeting quorum is needed which can't be formed by 1 director. And notice period is of 21 clear days,you can say it 25 days.

Yes, it can be written in notice that special resolution is needed to remove an existing director and an explanatory statement is needed.
Hope it clarify your doubt

Querist : Anonymous

Querist : Anonymous (Querist)

09 August 2012 Thank you.

I am under the impression that

for appointing a Director through Board Meeting no notice period is required, only quorum;

for appointing through Ordinary Resolution - with over 50% voting power - 21 days notice is required;

and for removing an existing Director through Ordinary Resolution (50% plus votes) a higher notice period of 28 days is required.

Kindly clarify.

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CA Sumiit B Nagpal

CA Sumiit B Nagpal (Expert)
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09 August 2012 21 clear days notice for removing, i.e. 25 days notice not 28 days