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Appointment of Director

Mamta Batra (CS) (376 Points)

19 June 2009

How to appoint the dirctor in a private company where the AOA are silent?

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5 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 19 June 2009

Procedure for appointment of additional director

1. First collect DIN No. of proposed director and get it approved from MCA.

2. Collect consent letter from the proposed director. (Recommended but not compulsory)

3. Convene a Board Meeting for appointment of director u/s 260

4. Download Form-32 from www.mca.gov.in

5. Fill form-32 and get it certified from a PCS/PCA and upload the same on MCA site for ROC filing with in 30 days from the date of Appointment of director (Board Meeting).

Best Regards

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Mamta Batra (CS) (376 Points)
Replied 19 June 2009

Thx Sir

In my opinion the Director is to be appointed in the GM of the members of the company as per the language of Sec 255(2)

Pls Confirm me

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

Hi,

Kindly appreciate Section 255(2) is dealing with a different thing and not connected with appointment of new directors in any way. You are simply misinterpreting Section-255(2) and nothing else.

As mentioned in my previous reply you may appoint new dir in BM as AD u/s 260. If u appoint him as AD then you have to regularies him later on in GM u/s 257.

Alternatively you may also appoint new director by convening an EGM. If you directly appoint him in GM then there is no need to regularise him later on.

Regards

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

Appointment to be in general meeting under section 255(2)

This sub-section requires to be specially noted. According to it, while the two thirds or more of the directors are appointed as provided in sub section (1) the remaining directors also in the absence of any provision in the articles are to be appointed by the company in general meeting and they may be appointed for such period or duration of time as the general meeting may determine.

The Board of Directors, if empowered by the articles is only given power to appointment additional directors so as to hold office up to the next Annual General Meeting. The Board has also power to fill casual vacancies in itself as provided in section 262. But except to the extent as stated above, the Board has no further powers as regards the appointment of directors.

Yes, Mr. Ankur is right that sub-section (2) not says any new appointments.

Regards