Company law
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
28 March 2013
Please anyone solve my problem
Full process of appointment of new director in a Ltd com
Full process of appointment of new director in a Ltd com
30 March 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.
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.
30 March 2013
The person so appointed can act as an additional director up to the date of next annual general meeting. This provision is not meant to enable the company to keep on its Board a person as additional director for an indefinite period of time by not holding the annual general meeting. Section 260, therefore, must necessarily be read with section 166 which stipulates that the annual general meeting be held every year and not more than 15 months shall elapse between the date of one AGM and the next. [P. Natarajan v Central Government (2004) 60 CLA 274 (Mad)].
Since the Board may appoint an additional director to hold office till the date of the next annual general meeting, his appointment needs to be appointed as a normal director by way of an ordinary resolution as a special business at the annual general meeting.
Procedure for Regularisation of Additional Directors.
1. Call a Board Meeting for proposal of regularization of director
2. Hold a Board Meeting and call general meeting.
3. Hold a General Meeting for passing of resolution under section 257 to regularize the additional director.
4. File Form-32, with ROC, of change in position of director attach certified copy of shareholders meeting.
5. Take entry in Minutes.
The person so appointed can act as an additional director up to the date of next annual general meeting. This provision is not meant to enable the company to keep on its Board a person as additional director for an indefinite period of time by not holding the annual general meeting. Section 260, therefore, must necessarily be read with section 166 which stipulates that the annual general meeting be held every year and not more than 15 months shall elapse between the date of one AGM and the next. [P. Natarajan v Central Government (2004) 60 CLA 274 (Mad)].
Since the Board may appoint an additional director to hold office till the date of the next annual general meeting, his appointment needs to be appointed as a normal director by way of an ordinary resolution as a special business at the annual general meeting.
Procedure for Regularisation of Additional Directors.
1. Call a Board Meeting for proposal of regularization of director
2. Hold a Board Meeting and call general meeting.
3. Hold a General Meeting for passing of resolution under section 257 to regularize the additional director.
4. File Form-32, with ROC, of change in position of director attach certified copy of shareholders meeting.
5. Take entry in Minutes.
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