appointment of director in a pvt. co.

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BPAst (Querist)
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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)
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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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