Director appointment & resignation

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Raj Dutta (Querist)
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17 February 2011 A public ltd co (unlisted)
As present have the following directors:

1.Mr A Director
2.Mr B Diector ( appointd on May,75)
3. Mr C Additional director ( appointd on dec,10)

Now to Retire Mr. B & Mr C. in March, 2011(Reason Resignation)

And to appoint Mr X and Mr Y in Feb 2011

What will be proper procedure to appoint Mr X and Mr Y under the following conditions?

1. Appoint them as Additional Director

Or

2. Appoint them as Director.

With regards

Raaj.

udit sharma

udit sharma (Expert)
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18 February 2011 As per Sec 260 of the Companies Act, 1956,if the Articles provides,the BOD of the Company may appoint Additinal Director to hold the office till the next AGM of the Company.

In the above case,as it is a Public Limited Company, X and Y should be inducted on the Board as Additional Directors to hold the office till the date of ensuing AGM. Form 32 to be filed within 30 days of the appointment along with the consent letter of both the Directors.

In case they are regularized at the AGM, form 32 to be filed within 30 days from the date of AGM for change in designation and no need to file the consent letter in this case.

God Bless

CS Udit Sharma

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