appointment of director

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devang doshi (Querist)
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17 March 2010 private limited company has two directors.

on 23-10-2009 one director is died.

the existing director want to appoint another person as director who get din on 6-3-2010.

now question are

1) whether second proposed director can be appointed as director on 23-10-2009 when he has no din but on 17-3-2010 at filing roc form 32 he has din?

2) on what date the second director should be appointed?

3) how many days are allowed for appointment of second direcotr when there is only one direcotr?

4) within how many days i have to filed roc form 32 after appointment of director?

Ankur Garg

Ankur Garg (Expert)
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17 March 2010 Hi,

You have to file form-32 within 30 days of passing the resolution of appointment.

Appoint the new director as early as possible.

Yes you may appoint the new director from 23-10-2009 without DIN and file form-32 after obtaining DIN.

Regards

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Ankur Garg

Ankur Garg (Expert)
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17 March 2010

Procedure for appointment of additional director under section 260.

1. First collect DIN No. of proposed director and get it approved from MCA.

2. Collect consent letter from the proposed director. (Recommended but not compulsory)

3. Convene a Board Meeting for appointment of director

4. Download Form-32 from www.mca.gov.in

5. Fill form-32 and get it certified from a PCS/PCA and upload the same on MCA site for ROC filing with in 30 days from the date of Appointment of director (Board Meeting).

Best Regards

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devang doshi

devang doshi (Querist)
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18 March 2010 but sir,
as if we appoint the second director on 23-10-2009, then we have to file form 32 within 30 days which we have not filed.

as we have till date not file form 32, then what we have to paid to roc for such mistake?

Jagruti (CS)

Jagruti (CS) (Expert)
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18 March 2010 I think you cannot appointment director without DIN as per Section 266A. However every person person who has made application for DIN but yet not alloted can be appointed as Drector (refer 2nd Proivision of Sec 266A).

hence, check the date of making application by proposed director and you can apooint him from that date.

Only penalty for late filing will be Rs. 300-500 per month, depending upon Company authorised capital.