Director

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Rahul sahu (Querist)
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13 January 2014 Hello everybody
i have a question...
there is a private company in which there is only 2 directors, now company wants to appoint 2 new director in place of existing. is it possible to appoint 2 additional director in Board meeting?
and if yes... then it is possible to regularize both additional director in EGM and accept resignation of existing directors in same meeting.
please suggest me the procedure of the same.

thanks in advance

CS Adnan Shaikh

CS Adnan Shaikh (Expert)
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13 January 2014 Hello Rahul,

You can do either of the following:

A) i) Appoint 2 additional directors in Board meeting and file form 32
ii) Resign 2 directors in after that and file form 32
iii) Conduct GM and regularize both additional directors and file 32 again for changing the designation

OR

B) i) Conduct an EGM and appoint two new persons as Directors and file Form 32
ii) Accept the resignation of old directors and file form 32.

Regards,
Adnan

Rahul sahu

Rahul sahu (Querist)
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13 January 2014 Dear sir,
is it possible to appoint and to resign in same EGM?

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Ankur Garg

Ankur Garg (Expert)
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13 January 2014 Kindly appreciate appointment of director in private company through additional director route is bad and poor secretarial practice.

Reason being section 257 is not applicable on a private company.

Further kindly refer section 255(2) according to which director in case of private should be appointed through general meeting.

Revert if there is any doubt.

Thanks

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Ankur Garg

Ankur Garg (Expert)
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13 January 2014 Further for resignation of director no EGM or BM required. The resignation of dir will be taken note of in the next board meeting.

Regards

Rahul sahu

Rahul sahu (Querist)
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13 January 2014 Dear sir thanks a lot for your valuable suggestion..
but company can't wait till next gm

Ankur Garg

Ankur Garg (Expert)
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13 January 2014 You have to wait my friend or hold your EGM as early as possible to close the task.

Law is law and it cannot work as per our wish.

I am sure you are in agreement with my previous advise. Technically in private company director cannot be regularised u/s 257.

Thanks

Rahul sahu

Rahul sahu (Querist)
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13 January 2014 Dear Ankur Sir,
i know we have to follow law.
Mr.Adnan previously suggest a procedure for the same.
so do you think it is inconstancy with law?

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Ankur Garg

Ankur Garg (Expert)
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13 January 2014 Rahul Bhai...

The reply from Adnan Bhai was awesome. However my opinion is slightly different w.r.t. appointing authority only and for which I had already shared my reason with sections.

Rest of the process like first appoint 2 dir with single form 32 and after that take resignation of existing dir and file their single form 32 was bang on.

Regards