appointment of a director and MD

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Querist : Anonymous

Querist : Anonymous (Querist)

25 November 2009 1. Our is a pvt Ltd Co. We have two directors X and Y who are named as first directors in the Articles. Mr. X is to me made the Managing director of the company. What is the procedure in the board meeting and the duration for which he can be appointed as MD. Also what are the necessary forms to filed with RoC.
Please provide the necessary resolution to be passed.

2. In the Same company A new director Y is to be appointed. The articles are silent regarding Additional director. What is the procedure for his appointment. Please provide the necessary resolutions where ever required.

Thanks in Advance.

Ankur Garg

Ankur Garg (Expert)
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25 November 2009 Answer-1

Hold a board meeting and pass a board resolution for the appointment of managing director.
File form-32 and 23 within 30 days of passing resolution in the board meeting.

Form-23 is required to be filed as per section 192(4)(c).

There is no restriction regarding tenure of MD as section 317 is not applicable to a private cmpany.

Ankur Garg

Ankur Garg (Expert)
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25 November 2009 Answer-2

To appoint some one as additional director express authorization in article is not required so you may go ahead.

Procedure for appointment of director

1. First collect DIN No. of proposed director and get it approved from MCA.
2. Collect consent letter from the proposed director. (Recommended but not compulsory)
3. Convene a Board Meeting for appointment of director
4. Download Form-32 from www.mca.gov.in
5. Fill form-32 and get it certified from a PCS/PCA and upload the same on MCA site for ROC filing with in 30 days from the date of Appointment of director (Board Meeting).

Appointment of additional director:

Kind of Meeting: Board Meeting
Type of Resolution: Resolution by simple majority

RESOLVED that pursuant to Section 260 of the Companies Act, 1956 and Article No..... of the Articles of Association of the Company, Mr...... be and is hereby appointed as Additional Director of the Company.

Querist : Anonymous

Querist : Anonymous (Querist)

25 November 2009 Thanks a lot

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