CA Akhil Goyal (Practising Chartered Accountant) (82 Points)
27 February 2013Hi all,
I want to appoint a Director in the Private Ltd Company.
Kindly tell me the Procedure for the appointment in detail if possible STEP BY STEP
For eg: Like Board Meeting, Resolution,Form 32, etc.DIN .
Pl also send me the Draft Resolution.
Sneha
(Company Secretary)
(1594 Points)
Replied 27 February 2013
First of all file DIN 1 to make appliucation of DIN. (If the concerned person to be appointed as director does not have DIN No)
Option 1 - You can appoint him either as additional director U/S 260 of the Companies Act, 1956 and regularize him in the ensuing AGM.
Option 2 - You call an EGM and appoint him directly as Director. (this is more advisable)
If you go for option 1 Call a Board Meeting and pass the following resolution :-
“RESOLVED that Mr. ________, be and is hereby appointed as an Additional Director of the Company to hold office till the conclusion of the next Annual General Meeting of the shareholders of the Company.
RESOLVED FURTHER that Mr. ___________, Director of the Company, be and is hereby severally authorised to sign and file Form 32 with the concerned Registrar of Companies, within the prescribed time limit.”
After passing the resolution file Form 32 for the same
Then at the Board Meeting to call AGM pass the following resolution
“RESOLVED THAT Mr. ___________ who was appointed as an Additional Director by the Board of Directors of the Company at its meeting held on (date of meeting) pursuant to Article ____ of the Articles of Association of the Company and who holds office upto the date of the ensuing Annual General Meeting of the Company under section 260 of the Companies Act, 1956 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company.
” RESOLVED FURTHER that Mr. ___________, Director of the Company, be and is hereby severally authorised to sign and file Form 32 with the concerned Registrar of Companies, within the prescribed time limit.”
At AGM pass the follo0wing resolution as ordinary resolution :-
“RESOLVED THAT Mr. ___________ who was appointed as an Additional Director by the Board of Directors of the Company at its meeting held on (date of meeting) pursuant to Article ____ of the Articles of Association of the Company and who holds office upto the date of the ensuing Annual General Meeting of the Company under section 260 of the Companies Act, 1956 and in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company.”
File Form 32 for change in designation.
Sneha
(Company Secretary)
(1594 Points)
Replied 27 February 2013
Option 2 – If you call EGM and directly appoint him as Director then call a BM calling EGM. Pass the resolution to call EGM for appointment of said Director
APPOINTMENT OF DIRECTOR OF THE COMPANY
The Chairman informed the Board that, it is proposed to appoint Mr. __________ as the Director of the Company, subject to the approval of shareholders in General Meeting. The Board expressed its satisfaction to the matter discussed and passed the following Resolution.
“RESOLVED that an Extra Ordinary General Meeting of the shareholders be called on ________ (atleast after 23days from the date of this meeting) for the appointment of Directors of the Company. The draft notice along with explanatory statement thereto as placed before the Board be and is hereby approved and the same be sent to the shareholders whose name appear in the register of members as on this date.”
“RESOLVED further that in the said Extra Ordinary General Meeting of the Company the following resolution be moved as ordinary resolution:
“RESOLVED that pursuant to the applicable provisions of Companies Act, 1956 and Articles of Association of the Company, consent of the members be and is hereby accorded for the appointment of Mr. _________, as the Director of the Company.”
“FURTHER RESOLVED THAT Mr. __________, Director of the Company, be and is hereby authorised to sign and file Form 32 with the concerned Registrar of Companies, within the prescribed time limit.”
At EGM pass the following resolution as ordinary resolution
“RESOLVED that pursuant to the applicable provisions of Companies Act, 1956 and Articles of Association of the Company, consent of the members be and is hereby accorded for the appointment of Mr. _________, as the Director of the Company.”
If shareholders approve the same file Form 32 for the same
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