director removal

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Nitesh Sethiya (Querist)

19 November 2009 I have one company having two director. presently one director is no co-operate and he is having 65% of shares.

year 2009 is closed and company has not filled its income tax returna nd roc return due to not sign the document by the director.

tell me how to we have remove this director and how to file the return.

secondly how to appoint another director?

pls tell me asap.....
thanks

Sathyaram

Sathyaram (Expert)

19 November 2009 Hi,

Step one; File Form 32 with ROC as Non-Executive director for that Director and as well if the terms of that director are not completed then appoint the other director as a casual vaccany undersection 262 of the companies act,1956.

Ankur Garg

Ankur Garg (Expert)

19 November 2009 Hi,

First appoint a new director as additional director and upload form-32 with ROC to comply with section 252.

After approval of form-32 for appointment at ROC site remove the desired director with the shareholders approval in the general meeting by passing ordinary resolution under section-284.

After removal file second form-32 for removed director.

Revert if there is any doubt.

Regards

Ankur Garg

Ankur Garg (Expert)

19 November 2009 Procedure for appointment of director

1. First collect DIN No. of proposed director and get it approved from MCA.
2. Collect consent letter from the proposed director. (Recommended but not compulsory)
3. Convene a Board Meeting for appointment of director
4. Download Form-32 from www.mca.gov.in
5. Fill form-32 and get it certified from a PCS/PCA and upload the same on MCA site for ROC filing with in 30 days from the date of Appointment of director (Board Meeting).

Nitesh Sethiya

Nitesh Sethiya (Querist)

20 November 2009 Dear Sir,

For appointment of addition director board meeting is compulsory but there is only two director and one is not co-operating to another one and he is having 65% in comany.

tell me whats we will do?

CA Ravi Sisodia

CA Ravi Sisodia (Expert)

20 November 2009 my dear friend Nitesh, only one director can appoint to additional Director. Alternatively he can call AGM in deed-lock sistuation, and in AGM, additional director will be appoint by share holders.

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