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Appointment of director in pvt. ltd. co.

honey (Compliance Executive) (73 Points)

14 August 2012

Pls tell me that whether a director (not additional director) can be appointed in a board meeting directly?

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12 Replies

Preet Kanwar Singh (Company Secretary) (161 Points)
Replied 14 August 2012

No, a person can be appointed directly as director only in general meeting. Otherwise first appoint him/her as additional director in board meeting and after that the appointment should be confirmed in general meeting..

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Charu Srivastava (Company Secretary) (4210 Points)
Replied 14 August 2012

NO the person cannot be appointed as Director in the Board Meeting.

Appointment of Director can only be done in General Meeting

Sumit Jaiswal (Company Secretary) (818 Points)
Replied 14 August 2012

In case of a private limited company (if authorised by the articles), a director can be appointed by the Board of Directors. Shareholder's approval is not necessary.

(Guest)

Agree with Preet Kanwar Singh

honey (Compliance Executive) (73 Points)
Replied 15 August 2012

Thank u everyone 4 ur help. Kindly tell me if by mistake the director had been appointed directly in the board meeting, then what corrective step should be taken? Kindly tell the procedure.

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Charu Srivastava (Company Secretary) (4210 Points)
Replied 16 August 2012

Check during the appointment what attachment are attached in e-form, if consent letter is attached then there is no issue. If Board Resolution is attached the. Resign him and then appoint him as an Additional Director in Board Meeting or directly as a Director in EGM/AGM.

Let c what other have to say in this regard.

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honey (Compliance Executive) (73 Points)
Replied 16 August 2012

Actually the present situation is in board resolution he is mentioned as additional director but this resolution is not attached with the form (as attachment is not mandatory), but in the form the designation has been filled as director instead of additional director. Please help.

(Guest)

Dear Honey,

In case board resolution is not attached. Then there is no problem at all. Cancel that board resolution and prepare resolution for appt of director in EOGM i.e. on the date of appointment convene one EOGM and update your minutes.

However this is not good practice. Exercise proper care in future.

Regards

Neha

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honey (Compliance Executive) (73 Points)
Replied 16 August 2012

So Neha ji, did you mean that revision of Form 32 is not necessary?

(Guest)

Yes, my dear.

Think wisely, why you are going to revise that form? You appointed a person as director so it ought to be in general meeting. Since you dint attach board meeting minutes. There are no hassles. Dnt worry.

Regards