Reappointment of director

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Querist : Anonymous

Querist : Anonymous (Querist)

19 April 2013 In a Private Company, a person was appointed as Executive Director for period of five years and his term has been expired.In order to reappoint him on the same designation i.e Executive Director what will be the procedure to be followed?

1. Form 32 is required to be filed again?
2. Can we reappoint him by passing resolution in Board Meeting?

pls state the whole procedure to be followed?
thanks.

Ankur Garg

Ankur Garg (Expert)

19 April 2013 Simply pass a board resolution for appointment and file form-32 within 30 days of appointment in the board meeting.

Thanks

Querist : Anonymous

Querist : Anonymous (Querist)

20 April 2013 Thanks sir.

Reappointment of any Director can be made in Board Meeting.

and procedure will remain same in case of Public Companies also?

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)

20 July 2025 1. Is Form DIR-12 required to be filed again?
Yes, Form DIR-12 (not Form 32) must be filed with the Registrar of Companies (ROC) within 30 days of the reappointment.
Form DIR-12 is used to notify appointment/reappointment of directors including Executive Directors.
Form 32 is for appointment of directors only and is not applicable for Executive Directors who are already directors.
2. Can we reappoint by passing resolution in Board Meeting?
No, reappointment of an Executive Director requires approval of the shareholders in a General Meeting, not just Board Meeting.
Board can recommend reappointment, but the shareholders must approve it by ordinary resolution.
Board Meeting is needed to:
Approve calling of General Meeting.
Approve terms of reappointment.
Then in the General Meeting, members pass the resolution for reappointment.
3. Procedure for Reappointment of Executive Director in Private Company
Step Description
1. Check Articles of Association Confirm procedure for reappointment in AoA and terms of office
2. Board Meeting Board approves reappointment and terms (remuneration, tenure, etc.)
3. Notice of General Meeting Circulate notice to members for EGMs including reappointment resolution
4. General Meeting Shareholders approve reappointment by ordinary resolution
5. File Form DIR-12 File within 30 days of reappointment with ROC
6. Issue Appointment Letter Issue fresh appointment letter stating new term
4. Does this procedure remain same for Public Companies?
Mostly yes, but in Public Companies:
Reappointment of directors (including Executive Directors) may also require approval by special resolution if stipulated.
Additional compliance like disclosure of consent, independent director approvals (if applicable) may apply.
Also must comply with Listing Obligations and Disclosure Requirements (LODR) if listed.
Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) used for approval.

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