Appointment of directors

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Mahavir K.Godse (Querist)
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21 September 2012 hi.......
can any one help me in procedural matters for appointment of director in a private limited company......
Can i appoint the director through board resolution only?
if yes, is it necessary to file resolution with ROC in e form 23?
and what if mine is a public limited company?

ARUN KUMAR MAITRA

ARUN KUMAR MAITRA (Expert)
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21 September 2012 In a Pvt. Ltd. Company ,directors may be appointed simply by passing a board resolution,if so authorised by its AoA.For appointment of its M.D./WTD, no approval of the Govt. is necessary ,since it is exempted from the appplicability of section 269 of the Companies Act.However, if he is a M.D. then form 23 is to be filed with the RoC.Apart from that Form 32 is to be filed ,whenever a new director is appointed /change in the composition of the board.

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Ajay Mishra

Ajay Mishra (Expert)
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21 September 2012 Dear Friend

Procedure for Appointment of Additional Director

In this situation u can take the following route:

1. Convey a Board Meeting
2. In Board Meeting u first appoint additional director
3. Authorize new director to sign and file forms with MCA and other authorities.
4. File Form 32 of appointment of directors with concerned ROC and take approval from ROC.
5. Make entry in minutes of the same.

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Ajay Mishra

Ajay Mishra (Expert)
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21 September 2012 Hi

Agree with expert.

In most of the cases in private company, the director will be appointed in Board Meeting until there is no specific situation.

The additional director appointed in Board Meeting can be regularize in General meeting and for this you will file Form-32 with a certified copy of shareholders resolution.

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Mahavir K.Godse

Mahavir K.Godse (Querist)
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22 September 2012 Thank u sir..........

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