Appointment of director by pvt comp

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This query is : Resolved

Girish Garg (Querist)

28 May 2015 A pvt. comp appoint a person in 2011 and he continues till date and Form 32 was filled for him in 2011 mentioning Designation as director and category professional.

1. Can Board appoint director with Designation as director and category professional. Sometimes as category as promoter to person other than subscribers).
2. Was there any need to regularize his appointment by shareholders in EGM or AGM.
3. Was there any need to file Form 32 after regularize his appointment by shareholders or as filed above is OK
Pl resolve it as per comp act 1956
Girish Garg

ACS Gurminder Dhami

ACS Gurminder Dhami (Expert)

29 May 2015 1. In form 32 it was required to mention the category of person appointed if the person held a professional qualification and was not the promoter then, Professional option can be opted.

2. Refer Section 255(2) of the CA, 1956.

If the Pvt. Company in question is
not subsi of a public co. and in its
AOA, power is given to appoint Directors by Board then a person can directly be appointed as Director by the Board.

If this is not the case then Director can only be appointed in AGM/EGM.

Check the conditions in your case and if you fall in 2nd case and you have filed only Board resolution in form 32, then you should have regularised the Director in AGM/EGM.

3. At the time of appointment as additional Director in form 32 designation should be additonal director and After regularization, form 32 is required to be filed in which designation should be selected as Directior.

Hope this solves your query.

Girish Garg

Girish Garg (Querist)

29 May 2015 Thanks for quick reply.
In this case pvt comp is not subsidiary of Pub comp. Apptt as director by Board is also regularized in AGM as special item as it was not mentioned in notice of the meeting. Form 32 was filed only at the time of apptt by Board. Is it OK
Girish garg

ACS Gurminder Dhami

ACS Gurminder Dhami (Expert)

29 May 2015 I did not get you, If appointment was regularized at AGM then how it was not mentioned in Notice.

Moreover form 32 needs to be filed after Regularization in AGM.

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