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Appointment of Director in a Private Comapny

Harismohan (Accountant) (177 Points)

14 January 2009

Please some one help me. What is the procedure for appointment of director of a private limited company with salary and without salary? Please mail me the specimen resolution for the same and it is necessary to approve the shareholders. I am confusing about what is the procedure. Is it conducting a EGM for that or board resolution is enough for that appointment. and also tell me what are the eforms to be filed with registrar of companies. Advance thanks for replies

Thanking You

S.Mohan

My mail id is - harismohan @ gmail.com

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13 Replies

Pavan Jain S (Chartered Accountant) (1575 Points)
Replied 15 January 2009

Directors of private limited company can be appointed by Board of Directors of Company. No approval of shareholders is required. The Company has to file e form 32 with the ROC witihin a period of 30 days from the date of appointment.

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Harismohan (Accountant) (177 Points)
Replied 16 January 2009

Originally posted by :Harismohan

Please give me specimen resolution for the the above matter

Deepak Jain (CA) (69 Points)
Replied 18 February 2009

As per Article 72 of Table A which is reproduced below we can appoint them as an additional director in board minute (Meeting of Director) and confirm their appointment in next Annual General Meeting (Meeting of Shareholders)

72 BOARD OF DIRECTORS

(1) The Board shall have power at any time, and from time to time, to appoint a person as an additional director, provided the number of the directors and additional directors together shall not at any time exceed the maximum strength fixed for the Board by the articles.

(2) Such person shall hold office only up to the date of the next annual general meeting of the company but shall be eligible for appointment by the company as a director at that meeting subject to the provisions of the Act.

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Deepak Jain (CA) (69 Points)
Replied 18 February 2009

The board discussed for appointment of Mr Zhandu Singh as additional directors of the company and passed following resolutions unanimously.

“Resolved that Mr Zhandu Singh be and is hereby appointed a director of the company.”

Gargi Ranade (CS) (619 Points)
Replied 19 February 2009

The Chairman placed before the meeting a nomination letter dated ________given by any shareholder for nominating Mr. _____as Directors of the Company.

The Board, after discussion, passed the following resolutions:-

"RESOLVED THAT pursuant to Article mention required article no of your co of the Articles of Association, Mr.__________ be and is hereby appointed as additional Director/Director in casual vacancy of the Company to hold office till the next Annual General Meeting.”

The Chairman welcomed Mr.__________ on the Board.

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Shridhi Jain (Company Secretary) (1678 Points)
Replied 04 August 2009

I m on this site for the first time for a help. Actually i need the draft board resolution for the appointment of whole time director and independent director in a public ltd co. Kindly help me.

Malav Shah (Company Secretary and AVP Legal) (171 Points)
Replied 04 August 2009

Resolution for apointment of WTD attached. Resolution for appointment of Director is a standard resolution. There is no seperate resolution for appointment of Independent director.

Regards

Malav

Attached File : 26 resolution wtd remuneration.doc downloaded: 5640 times

1 Like

(Guest)

Director can be appointed in the board meeting also.

So, it is not compulsory to hold the EGM.

Just, Conduct the board meeting & pass the resolution for appointment.

-------

Ankur Shah (Practicing Company Secretary)

“Guru Gautam” Bungalow, Inside Parshwa Tower,

Nr. Shyamal Cross Road, 132ft. Ring Road,

Satellite, Ahmedabad – 15

Contact: + 91-9427633901

E-mail: ankurjewel @ gmail.com

Blog: csankur @ blogspot.com

Ankur Garg (Company Secretary and Compliance Officer) (114778 Points)
Replied 06 August 2009

Hi,

Please find attach herewith a file containing some useful resolutions for your record and reference.

Regards

Attached File : 37 sample resolutions very useful.doc downloaded: 13468 times

12 Like

Vinod Annarkar (Trainee) (21 Points)
Replied 08 March 2010

It wa really of great help to understant the things minutely

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piyushi (Chartered Accountant) (105 Points)
Replied 29 December 2011

what is the procedure for appointing director in Private Limited company in following situation:

** Old director is realisng some shares for new director.

Please specify the full details of especialy transfer of shares...

1 Like

piyushi (Chartered Accountant) (105 Points)
Replied 29 December 2011

what is the procedure for appointing director in Private Limited company in following situation:

** Old director is realisng some shares for new director.

Please specify the full details of especialy transfer of shares...

SHILPA (ARTICLE TRAINEE) (24 Points)
Replied 14 July 2012

can anybody tell me whats the meaning of this in form 32 "Evidence of payment of stamp duty where qualification shares is involved (This will be mandatory only if the director giving consent agrees to pay for at least one share)'"

thanks in advance.