Single resolution for appt of two additional dir of pvt co

This query is : Resolved

Guest

Guest (Querist)

03 January 2011 Dear Friends / Experts,

Please see my basic query.

ABC private limited (which is not a subsidiary company of public company) in its first board meeting appointed two additional directors.

Query

Whether SINGLE RESOLUTION is possible for appointment of two additional directors.

Ans : ..............

I shall wait for Experts' Expert views on my above mentioned query.

Thanks.
DK.

Aditya Maheshwari

Aditya Maheshwari (Expert)
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03 January 2011 yes it can be done in case of a pvt co only.

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udit sharma

udit sharma (Expert)
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04 January 2011 Hi..

Agreed with Expert Aditya!

Adding Further, a single resolution can be passed for the appointment of 2 or more Directors in a Public Company or a Private Company which is a subsidiary of a Public Company, provided a resolution to the effect that a single resolution shall be so passed has been previously passed unanimously by the members at the GM of the Company.

Regards

CS Udit Sharma

Ajay Mishra

Ajay Mishra (Expert)
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04 January 2011 Agree with Aditya Sir........

In case of private company which is not a subsidiary company can do so.

Regards

Guest

Guest (Querist)

04 January 2011 Based on your advise, I have drafted the following to be included in the minutes of the first board meeting :

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APPOINTMENT OF ADDITIONAL DIRECTORS

The Board informed that A and B were proposed to be appointed as Additional Directors of the Company pursuant to the provisions contained in Section 260 of the Companies Act, 1956 read with the Articles of Association of the Company. The consent letters of A and B along with declaration that they were not disqualified from being appointed as Directors were presented to the Board.

After detailed discussion, the Board passed the following resolution :

“Resolved that A and B be and are hereby appointed as Additional Directors with immediate effect pursuant to the provisions contained in Section 260 of the Companies Act, 1956 read with the Articles of Association of the Company, shall hold office only up to the date of the First Annual General Meeting of the Company.”

- - - - - -

Please see and advise on the above.

Thanks.
DK.

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Aditya Maheshwari

Aditya Maheshwari (Expert)
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04 January 2011 Slight modification

shall hold office only up to the date of the next Annual General Meeting of the Company

“RESOLVED FURTHER that Form No. 32 shall be filed with Registrar of Companies and Mr. S, director of the company, be authorised to sign the necessary documents in this regard.”