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Appointment of director

seema (Company Secretary) (136 Points)

07 October 2011

I have to appoint two directors in upcoming board meeting in pvt. ltd. company..... wat is d proceudre for appointment and the necessary resolution in this regard...as well as d applicable section....

Plz reply soon..

Thanks & Regards,

Seema Saini

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6 Replies

jeets (CS ) (461 Points)
Replied 07 October 2011

Hello,

To appoint a director, you have to pass a board resolution and file e-form 32. Appointment of additional director u/s 260 of Companies Act, 1956.

“RESOLVED THAT pursuant to section 260 of the Companies Act, 1956 and other applicable provisions of the Act and Article of Association of the Company Mr. _________________be and is hereby appointed as Additional Director of the Company to hold the office up to next Annual General Meeting and be eligible for reappointment at next Annual General Meeting.”

“RESOLVED FURTHER THAT necessary Return in the office of the Registrar of Companies be filed to intimate the above appointment.”

Regards,

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seema (Company Secretary) (136 Points)
Replied 07 October 2011

Thanx sir......

seema (Company Secretary) (136 Points)
Replied 07 October 2011

sir i want to clarify one thing more... Is Section 264(2)/266(1)(a) of the Companies Act, 1956 is also applicable to pvt. ltd. comapny while giving consent to act as director or only section 267 and/or 274 of the comapnies act, is applicable.?????????

jeets (CS ) (461 Points)
Replied 07 October 2011

Hello,

264(2)/266(1)(a) is not applicable to private companies. However as good practice we get a consent letter signed from the director and use it as an attachement for form 32.

Also we mention all the four above mentioned sections in the consent letter.

Expert’s views are solicited.

And one more thing… please please don’t refer to me as sir, I’m a just a trainee learning my trade.

Thanks,