Change of directors of a limited company

This query is : Open

Querist : Anonymous

Querist : Anonymous (Querist)

03 October 2013 A public company has 7 directors and same are share holders also. Now 6 of them want to resign and 2 new want to join as directors. And the entire share holding needs to be divided among 3 new directors. Kindly tell the procedure to do so. Thanks.

Ajay Mishra

Ajay Mishra (Expert)
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05 October 2013 Hi

Appointment and resignation of Director

In this situation u can take the following route:

1. Convey a Board Meeting
2. In Board Meeting u first appoint additional director
3. There after u can resign the existing directors
4. Authorize new director to sign and file forms with MCA and other authorities.
5. File Form 32 of appointment of directors with concerned ROC and take approval from ROC.
6. After approval of Form-32 regarding appointment, u can file Form-32 regarding resignation of directors
7. You try to give effect of resignation of director from the date of Board Meeting or thereafter, otherwise appointment of new directors will be null and void.
8. Convey a Board Meeting for calling general Meeting for regularization of existing additional directors
9. File Form -32 regarding change in designation of existing director.

Ajay Mishra

Ajay Mishra (Expert)
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05 October 2013
Procedure for Transfer of shares of the Company:

1. After receiving Transfer Deed(Instrument of Transfer), Share Certificate and other documents, if any.
2. Check all documents is proper and eligible to register for transfer.
3. Call Board Meeting
4. At Board Meeting register the Transfer and made entry in the Register of Members and Register of Transfer.
5. Return the Share Certificate after making entry of transfer therein within 2 months.
6. Make entry in the minutes of Board Meeting.
7. The detail of Transfer from last AGM till the date of AGM should be submitted in Annual Return to ROC in Form-20B.

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Querist : Anonymous

Querist : Anonymous (Querist)

05 October 2013 Thanks for the reply Mr. Ajay.. Will get back to you in case of any query during the procedure.

Querist : Anonymous

Querist : Anonymous (Querist)

01 November 2013 Ajay ji, is it necessary to do the transfer procedure like form 7B and so? Is there any requirement to produce this form before ROC or any other department?