Appointment of new director

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Rachna (Querist)

11 November 2010 Hi,
I am a director of a pvt ltd company. There are only 2 directors in this company, me and my colleague. Now the other director wants to resign.
We are appointing a new director in place of her.
I would like to know the procedure.
The new proposed director has already got his DIN on email. Can we make him a director now?
Are we supposed to first make him the director and then take the other director's resignation or can we take the resignation and appoint a new director in the same board meeting under the same resolution?
Do we have to first file the form 32 or can the director be appointed first?
Also the retiring director is one of the authorized signatories in our company bank account. what is the procedure for her removal as authorized signatory?

CS ,CMA Shambhu Kr. jha

CS ,CMA Shambhu Kr. jha (Expert)

11 November 2010
Rachna

As per the company act there is statutory limit of having minimum of two director .

1 very first pass a ordinary resolution and appoint the new director in that meeting and in the same meeting further resolve that her name should be removed from the authorized signatory from bank and summit the same to the bank for the ready reference
you need to file form 32 within 30 days fro the appointment of new director
and further you can take the resignation from the other director . and in that case also you need to fill form 32

Rachna

Rachna (Querist)

12 November 2010 Thanks!!! That was very helpful.
Just one clarification - can the director resign before the form 32 of the new director has been filed?
also do i get any acknowledgement when the form 32 has been filed?

CS ,CMA Shambhu Kr. jha

CS ,CMA Shambhu Kr. jha (Expert)

12 November 2010 On appointment of new director you need to file form 32 within 30days from the date of appointment . For appointing of a director you need to fulfill the following procedure
1 Obtain a consent letter from new director for his/her willingness to work as a director
2 Be sure that new director have a valid director Identification number
3 Pass a resolution to appoint him/her as a director
4 within 30 days from such appointment file form -32 .
Like other filling you will get an acknowledgment for the same
if you can write about authorized capital and date of event and number of member than i will sent you complete detail regarding how much filling fee you need to be paid and all other legal formalities regarding this

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Rachna

Rachna (Querist)

22 November 2010 Can I know how long it takes for the acknowledgment of form 32 to come from the ROC? I also want to know if one of the two directors have to resign, can the director resign before the acknowledgment for the other director has come from the ROC?

CS ,CMA Shambhu Kr. jha

CS ,CMA Shambhu Kr. jha (Expert)

22 November 2010
You will get acknowledgment as soon as you will upload form -32 .

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