Appointment & resignation

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Manoj Prasad (Querist)
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08 June 2012 for a PRIVATE Limited Co
Mr A & B are existing Director

I want to appoint Mr.C as a Director and resign Mr.B on same date 30.05.2012

Please provide me Board Resolution

Can in pass 1 (one) board resolution for both appointment + resignation or Separately

Please reply

CS Ankur Srivastava

CS Ankur Srivastava (Expert)
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08 June 2012 For both purposes separate resolution would require.

Even i advice you to pass separate resolution and file different form 32.

Ajay Mishra

Ajay Mishra (Expert)
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08 June 2012 Hi

I agree with expert to pass two resolution for appointment and resignation but you can file only one Form-32 for both and file the same with ROC.

Regards

Guest

Guest (Expert)

08 June 2012 RESIGNATION RESOLUTION

The chairman informed the Board about the receipt of Resignation of Mr. ___________. The matter was discussed at length and after various deliberations the following resolution was passed:

"RESOLVED THAT the resignation of Mr. ________be and is hereby accepted by the Board and that Mr. __________ be and is hereby relieved from all the liabilities & responsibilities of the Company with immediate effect.

"RESOLVED FURTHER THAT any of the directors of the company be and are hereby authorised to do the needful in the said regard including filing of necessary intimations with various authorities."

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Guest

Guest (Expert)

08 June 2012 ADDITIONAL DIRECTOR APPOINTMENT RESOLUTION:

The chairman introduced Mrs. ______________ to the Board. He informed the Board that she is having very rich experience in Business management and have good contracts in ___________. Her induction will ultimately strength the company by all means in development of business of company. Following resolution was passed in this regard:

“RESOLVED THAT Mrs. ___________ be and is hereby appointed as additional Director of the Company under the provisions of article of Association of the Company and Section 260 of the Companies Act, 1956 till the date of next annual general meeting.”

“RESOLVED FURTHER THAT Mr. _____________, Director of the Company be and is hereby instructed to furnish the copy of this resolution and the requisite amount of filing fees under schedule X of the Companies Act, 1956 with Form 32.”

Guest

Guest (Expert)

08 June 2012 You will have to pass two separate resolutions for appointment and resignation.

You can take different dates for appt and resig. Date of appt should be before date of resig.

Also you can file one form 32 for appt and resig for that company if gap between both the dates of appt and resig are not more than 30 days.

Kumar Gaurav

Kumar Gaurav (Expert)
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29 June 2012 Yes Agree with the experts that you need to pass two separate resolution, you can clasify the Item as A. To consider and approve the resignation submitted by Mr ........., Director of the Company and B. To consider and approve the appointment of Mr ......., Director of the Company

Filing of One Form for both is ok

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