appointment of director in a pvt. co.

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BPAst (Querist)

05 March 2010 Dear sir,
My client is a Pvt. Ltd. Co. having 5 share holders, out of which 2 are whole time directors. Now they want to appoint one more director to the co. (other than existing members. My queries are :
1) whether this time, i. e. in the month of March 2010 can a new director can be appointed if yes what all points to be taken care of generally.
2) Specific query is ; whether can he be appointed as a director, in this month & the shares that a director has to subsricbe, can be made at a later date, i.e. after the AGM i. e. more than 6 months after his appointment?
3) in my question No. 2, if the shares has to be subscribed then does he eligible for any dividend declared for the F. Y.2009-10, which is to be declared in the month of Sept, 2010 A.G. M.?
please clarify my queries at the earliest.
Thanks in advance.

Ankur Garg

Ankur Garg (Expert)

05 March 2010 Hi,

1. You can appoint a new director as an additional director by passing a board resolution and within 30 days of appointment file form 32 with roc.

2. Yes he can be appointed as an additional director by passing a board resolution from the back date and file form 32 with late fee. But he can not be a subscriber from back date. However you may allot shares to him from back date.

3. Yes he will be eligible for the dividend.

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