Appointment of regular director inegm

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nimisha (Querist)
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22 December 2011 I have to appoint a regular director in EGM. So please guide me with the relevant section and type of resolution to be passed in both board meeting and EGM. Required ASAP

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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22 December 2011 Procedure for appointment of director by shareholders in General Meeting

1. In case of a Private Company which is not subsidiary of a Public Company, the appointment will be governed as per the Articles of Association of the Company.

2. Ensure that the persons to be appointed must have [Director Identification Number] (Section 266A) before being appointed as director.

3. Notice must be given to the Company regarding proposal for appointment of a person as a director not less than 14 days before the General Meeting.

4. Ensure that the aforesaid notice is not given by a person who is a retiring director. The notice must be given by a member of the company with a deposit of Rs. 500/- per candidate which will be refunded in case the candidate is elected. Alternatively, the person proposed to be appointed as director may himself give notice of his candidature as aforesaid.

5. Obtain a [written consent] [Section 264(1)] from the person who is to be appointed as Director unless the individual himself notified his candidature.

6. Inform all the members about the aforesaid candidature not later than 7 days before the meeting either by individual notices or by advertisement of this fact in at least two newspapers circulating in the place where the registered office of the company is situated, of which one must be in English and the other in regional language of that place, both the newspapers must have vide circulation. (Section 257 Provisos)

7. Hold and convene a General Meeting and pass an [Ordinary resolution], [Section 189(1)] if the Articles of Association of your company require passing of Special resolution for such appointment, then pass a special resolution with three-forth majority [Section 189(2)]. In case the of Special resolution see [Section 192]

8. Such Director need to make a [intimation] with in twenty days to the other companies in which he is already a director, Managing Director, manager, Secretary. (Section 305).

9. File [e-form no 32] with the concerned ROC within 30 days from the date of Appointment.

10. Make necessary entries in the Register of Directors and in the Register of Director’s Shareholding [section 303(1) & 307].

11. Refund the deposit of Rs. 500/- mentioned in point 4 to the person who has given the notice of candidature of a director only when he is appointed in the General Meeting and not otherwise.

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Parashar

Parashar (Expert)
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22 December 2011 The provision of written consent is not applicable to a pvt. company.

Retiring provisions are not applicable to a private company unless the Aritcles specifically contains such provision

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Guest

Guest (Expert)

22 December 2011 File form 32 for appt of director in EOGM with ROC within 30 days.

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Charu Srivastava

Charu Srivastava (Expert)
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22 December 2011 You have to pass
Ordinary resolution for appointing him as a regular Director.thereafter file form 32 within 30 days.

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Jiten Gupta

Jiten Gupta (Expert)
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10 August 2013 here i differ the views of Mitesh.

Appointment of Director in Pvt Ltd company is not solely governed by AOA.

Section 255(2) does contain the provisions relating to appointment of Director in EGM by a Pvt Ltd COmpany.