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Appoinment and resignation

(Guest)

In case of Pvt. Ltd company having 2 directors and both of them are intending to retire or resign.

So it is possible to resign or retire both of them and appoint new director in the same meeting.

plz clarify in which type of meeting this procedure can be made and how.

Plz also clarify regarding the role and rights of Members and board of dirctors regarding appoinment and removal

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6 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 20 June 2009

Hi,

First convene a BM and appoint 2 new directors as additional director. File there form-32 with the digital sign of existing dir.

When the form-32 above approve at MCA site then file a new form-32 for resignation of existing directors with the diital sign of new dir.

For resignation no BM is required but in BM minutes you should record the resignation of existing dir.

Regards

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Khushboo Maheshwari (Company Secretary) (548 Points)
Replied 20 June 2009

Originally posted by :Ankur Garg
"	Hi, First convene a BM and appoint 2 new directors as additional director. File there form-32 with the digital sign of existing dir. When the form-32 above approve at MCA site then file a new form-32 for resignation of existing directors with the diital sign of new dir. For resignation no BM is required but in BM minutes you should record the resignation of existing dir. Regards	"

Hello Ankur Sir

You said for resignation no board meeting is required but as per my opinion board meeting is required to confirm the resignation and resignation is effective once confirmed/accepted in board meeting by the Board. Please clarify

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 20 June 2009

In case of resignation by ordinary director there is no need to confirm there resignation through BM.

In case of MD the confirmation would be required.

(Guest)

Thanks Ankur sir

Ajay Mishra (Company Secretary) (74337 Points)
Replied 20 June 2009

Appointment and resignation of Director

In this situation u can take the following route:

Convey a Board Meeting
In Board Meeting u first appoint additional director
There after u can resign the existing directors
Authorize new director to sign and file forms with MCA and other authorities.
File Form 32 of appointment of directors with concerned ROC and take approval from ROC.
After approval of Form-32 regarding appointment, u can file Form-32 regarding resignation of directors
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.
Convey a Board Meeting for calling general Meeting for regularization of existing additional directors
File Form -32 regarding change in designation of existing director.

Regards

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Pavan Jain S (Chartered Accountant) (1575 Points)
Replied 20 June 2009

There is no express provision in the ACT as regards resignation of directors. Resignation may be effective immediately or after acceptance depending on the provisions of articles and tenor of the letter of resignation. If the articles are silent and the letter of resignation signify the intention of immediate resination, then there is no necessity of acceptance of the same at the Board meeting.

It is not proper to say that resignation by ordinary director do not require accepptance. In case of MD, acceptance is required since he is holding postion of employee as well as director.