Corporate law- directors

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pratik upadhyay (Querist)
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12 March 2012 please help...

if a co. has already 12 director and wants apppoint a 13 th director who will be a nominee director of financial insttitutions not governed by special acts....

please tell what will the procedure of appointment, without violation of section 255 & 256 of companies act

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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12 March 2012 1. Convene a Board Meeting to consider the increase beyond the limit & fix up the date, place for holding General Meeting to pass an ordinary resolution & appointment of director

2. Hold General Meeting & pass ordinary resolution by simple majority.

3. Where an application is to be made to the central govt, give general notice to all the members indicating the nature of application to be made to central govt. Publish a public notice in newspaper in the manner stated in Sec 640B.

4. Make an application to central govt in e-Form 24 with necessary enclosures. Note that appointment of director in General Meeting will be effective only on receipt of approval from Central Govt.

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Ajay Mishra

Ajay Mishra (Expert)
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12 March 2012 Hi

Hope following link will help you:

https://www.caclubindia.com/share_files/procedure-for-increase-in-number-of-directors-33211.asp

Regards

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pratik upadhyay

pratik upadhyay (Querist)
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12 March 2012 thanks ajay sir & mitesh sir..

i also came by this procedure please tell whether its correct.

1. amend AOA to increase the no. of dir. to 15

2. obtain prior approval for the appontment of the new 3 dir.

3.appont 2 dir as rotational.

4. appoint the nominee director of FI as non rotational ...

IF ANYTHING DONE OTHERWISE I'LL VIOLATE SECTION 255/256

Ajay Mishra

Ajay Mishra (Expert)
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13 March 2012 Hi

Good, do the same.....

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