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Appointment of director in private limited company

Abhay (Student) (90 Points)

22 June 2016

Hello Everyone,

I am filing DIR-12 to appoint a director in private limited company. There are two directors on board of the company. Now company wants to appoint a director and then one of the old directors will resign from the company. i.e. effectively there will be two directors on board.

My query :

(1) Should I select "Additional Director" or "Director" in designation column of the form DIR-12 and what should be the category of director so that requirement of minimum no of directors can be fulfilled after resignation of old directors??

(2) If i appoint director as additional director then will i have to file DIR-12 again after AGM?

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6 Replies

CS Arjun Rajagopal (B.com, ACS) (1056 Points)
Replied 23 June 2016

Hi Abhay,

As per Section 152(2) of Companies Act, 2013 power to appoint directors is vested on shareholders.

However, Section 161 says if Articles authorise, board can appoint additional director to hold office upto the date of next AGM or the last date on which the AGM should have been held, whichever is earlier.

If the appointment of additional director is ratified by shareholders at the AGM then only he can continue his office after the AGM.

Therefore solution to your query no.1 will be select additional director category promoter or professional depends on your case.

solution to your query no.2 will be yes you need to file DIR-12 again for change in designation for reflecting in MCA signatory details.

Hope everything is clear to you.

Regards,

Arjun

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Abhay (Student) (90 Points)
Replied 23 June 2016

Thank you sir..

What is the different between Promoter and Professional director?

What should I select for proposed new director?? His name was not there in MOA and AOA.

If i appoint him as Additional Professional director and then old director resigns..will new director be counted in minimum number of directors required for pvt company i.e. 2 directors.?