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ankit (Querist)
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11 August 2014 Can any one provide me the format of Resolution for appointing additional director in a private limited company as per companies act 2013.

Secondly,
instead of holding board meeting meeting for appointing additional director cant we hold EGM and directly appoint Director in a private limited company.

Plz Reply Fast

CS Richa Kumar

CS Richa Kumar (Expert)
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11 August 2014 give me your e mail id, will mail you up

ankit

ankit (Querist)
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16 August 2014 its g.ankit50@yahoo.com

one more thing can you explain me the full procedure for regularization of additional director.

Aashok Kumar Sharma online

Aashok Kumar Sharma online

(Expert)
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21 July 2025 Here’s a concise answer to your queries:

1. Format of Board Resolution for Appointment of Additional Director (Private Ltd Co.) — Companies Act, 2013
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BOARD RESOLUTION
Date: [Date of Meeting]

“RESOLVED THAT pursuant to the provisions of Section 161(1) and all other applicable provisions, if any, of the Companies Act, 2013 and the Articles of Association of the Company, Mr./Ms. [Name of Director], who has consented to act as a Director of the Company and filed the consent and other necessary declarations, be and is hereby appointed as an Additional Director of the Company with effect from [Date].

RESOLVED FURTHER THAT Mr./Ms. [Name], Director/Company Secretary, be and is hereby authorized to file the necessary e-forms with the Registrar of Companies and to do all such acts, deeds, and things as may be necessary to give effect to this resolution.”

By Order of the Board
For [Company Name]

______________________
[Name]
Chairman/Director
2. Can EGM be held instead of Board Meeting for appointing Additional Director?
No, appointment of Additional Director is done only by the Board of Directors under Section 161(1).

EGM is used to regularize the appointment of such Additional Director in the next Annual General Meeting or an EGM convened for that purpose (within 3 months of appointment).

3. Procedure for Regularization of Additional Director
Call an AGM or EGM within 3 months of appointing Additional Director.

Pass a special or ordinary resolution approving the appointment.

File necessary forms (e.g., DIR-12) with ROC.

If not regularized within 3 months, the appointment ceases to be effective.

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