Appointment of new whole time director

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Shampa Ghosh (Querist)

20 January 2021 Can I appoint a new whole time director in an EGM other than filling up any type of vacancies in a pvt. ltd. company?

Kindly let me know the procedure of appointing a whole time director in EGM of a pvt. ltd. company.

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)

06 July 2024 In a Private Limited Company, appointing a Whole-time Director (WTD) at an Extraordinary General Meeting (EGM) typically involves following specific procedures laid out in the Companies Act, 2013 and the company's Articles of Association. Here’s a general procedure you can follow:

### Procedure to Appoint a Whole-time Director (WTD) at an EGM:

1. **Check Articles of Association**: Verify if your company’s Articles of Association allow for the appointment of Whole-time Directors directly at an EGM. Most Articles provide flexibility for such appointments, but it’s crucial to confirm this beforehand.

2. **Resolution**: Prepare a resolution proposing the appointment of the individual as a Whole-time Director. The resolution should specify the name of the proposed director, their qualifications, terms of appointment, remuneration, and any other relevant details.

3. **Notice of EGM**: Issue a notice of the EGM to all shareholders, along with the agenda and details of the proposed resolution(s). The notice period and other requirements are typically governed by the company’s Articles and the Companies Act.

4. **Conducting the EGM**: Hold the EGM on the scheduled date and ensure quorum as per company rules. Present the resolution to appoint the Whole-time Director for discussion and voting.

5. **Passing the Resolution**: The resolution to appoint the Whole-time Director must be passed by a majority of shareholders present and voting at the EGM. Ensure proper recording of the voting results.

6. **Form Filing**: After the appointment is approved, file Form DIR-12 with the Registrar of Companies (RoC) within 30 days of the appointment date. Form DIR-12 notifies the RoC about the appointment of the director.

### Additional Considerations:

- **Remuneration and Terms**: Ensure that the terms of appointment, including remuneration, are in compliance with the provisions of the Companies Act and any approvals required from shareholders or the Board.

- **Board Resolution**: If required by your Articles or the Board of Directors, obtain a prior Board resolution authorizing the proposal to appoint the Whole-time Director and convening the EGM.

- **Documentation**: Maintain proper documentation of the EGM proceedings, including minutes of the meeting and copies of the resolutions passed.

By following these steps and ensuring compliance with all legal requirements, you can effectively appoint a Whole-time Director at an EGM of your Private Limited Company. Always consult with a company secretary or legal advisor to ensure adherence to specific regulations applicable to your company's circumstances.

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