Appointment of executive director in a unlisted public co.

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Querist : Anonymous

Querist : Anonymous (Querist)

25 February 2013 Please suggest me the procedure to appoint an executive Director in an Unlisted Public Company, also please suggest the forms required to be filed with the ROC

Thanx & regards

Ajay Mishra

Ajay Mishra (Expert)
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25 February 2013 Hi

Procedure for Appointment of Additional Directors.

1. Take consent of director and DIN/disclosure of interest
2. Call a Board Meeting for proposal of appointment of director
3. Hold a Board Meeting and appoint him as additional director.
4. File Form-32, with ROC, with in 30 days from the date of appointment.
5. Attach consent letter with Form-32, in case of public limited company.
6. Take entry in Minutes.

Ajay Mishra

Ajay Mishra (Expert)
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25 February 2013
Next Step after appointment of Additional Director:

Procedure for Appointment of WTD and Regularisation of Additional Directors.

1. Call a Board Meeting for proposal of appointment of WTD and regularization of additional director.
2. Payment of Remuneration to WTD.
3. Hold a Board Meeting for above purpose and call general meeting.
4. File Form-25C within 90 days from the date of appointment and Form-32 for change in Position as WTD.

5. Hold a General Meeting for passing of resolution under section 257 to regularize the additional director, appointment of WTD fix the remuneration of WTD under section 198 and 309.
6. File Form-32, with ROC, of change in position of director attach certified copy of shareholders meeting. (you only mentioned in Form-32 as change in Position and designation will be WTD).
7. File Form-23 under section 198, 309 read with Schedule XIII of the Companies Act, 1956.
8. Take entry in Minutes.

Querist : Anonymous

Querist : Anonymous (Querist)

26 February 2013 Thank you very much sir.

Ajay Mishra

Ajay Mishra (Expert)
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26 February 2013 My pleasure.............................

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