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Directors replace with shareholders

suman (Administrative Officer) (75 Points)

09 October 2012

Dear All,

I have a query related to ROC matter asking the proper knowledge of the following matter:

We have a company having 5 promoting Directors with holding of shares, Directors want that they will only hold the share and resign from Directorship. Then the new Director will replace with no share.

Please suggest about the process to do that.

Please guide and post your valuable openion.

Thanks,

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6 Replies

CS Shailesh Rakhasiya (Trainee) (28 Points)
Replied 09 October 2012

Hi,

Yes it si possible by filing a Form 32 for appointment of Directors and then subsequently file a another Form 32 for Resignation of Directors.

Regards

Shailesh

(Guest)

Dear suman u have not mentioned whether it is a public company or private company?

Section 252 of companies act prescribed that,

every public company (other than a deemed public company) must have at least three directors. Public company having paid-up capital of Rs. 5 Crores or more and Rs.1000 or more small shareholders may have a director elected by such small shareholders Every other company must have at least 2 directors. The directors of a company collectively are referred to as the "Board of directors" or "Board". As per Sec. 253 Only individuals can be appointed as directors. If first directors not appointed, individual subscribers of the memorandum be deemed to be the directors of the company.

As per the provisions of Sec.283, the office of a director shall become vacant if:-

he fails to obtain within the time specified (2 months) or at any time thereafter ceases to hold, the share qualification, if any, required of him by the articles of the company

he is found to be of unsound mind by a Court of competent jurisdiction

he applies to be adjudicated an insolvent

he is adjudged an insolvent

he is convicted by a Court of any offence involving moral turpitude and is sentenced in respect thereof to imprisonment for not less than six months

he fails to pay any call in respect of shares of the company held by him, whether alone or jointly with others, with in 6 months from the last date fixed for the payment of the call unless the Central Government has, by notification in the Official Gazette removed such disqualification.

he absents himself from three consecutive meetings of the Board of directors, or from all meetings of the Board, for a continuous period of 3 months, whichever is longer, without obtaining leave of absence from the Board

he, whether by himself or by any person for his benefit or on his account or any firm in which he is a partner or any private company of which he is a director, accepts a loan, or any guarantee or security for a loan, from the company in contravention of section 295 ( without due authorization of the Central Government)

he acts in contravention of section 299 ( failure to disclose interest in any transaction with the company )

he becomes disqualified by an order of Court under section 203

he is removed by the members by- resolution at a general meeting

having been appointed a director by virtue of his holding any office or other employment in the company, he ceases to hold such office or other employment in the company.

(Guest)

also refer the section 255 and 256 of companies act 1956,

of directors retire by rotation

1/3rd of the above 2/3rd shall be the directors are liable to retire by rotation. If their number is not three or multiple of three, then, the number nearest of 1/3rd shall be terire from office.

Read more at: /forum/retire-amp-reappoint-director-by-rotation-127383.asp#.UHP4-5hllyw

1 Like

suman (Administrative Officer) (75 Points)
Replied 09 October 2012

Hi We have Private limited company, from 1013 we will start Ltd company, so the above said process is important to include new directors with no share & otherhand the stake holders ( present director after resign).

Let me know please