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Appointment of an individual as a director

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Arjun Gupta

Chartered Accountant

177 Points Posted on 21 November 2017

In a private limited company, there are two existing directors who have sold their entire stake in company to two different outsiders (having no relation with the company).

Now I wish to appoint the persons who have purchased the shares as directors and simultaneously the previous directors to ressign from the directorship. Is there is any provision to appoint a person first as an "Additional Director" and in ensuing AGM change his/her status by filing DIR-12 and respective resolutions? Or Is it possible to appoint the new persons as "Director" instead of "Additional Director"? If so, please provide with the resolutions and content format to be passed at BM/ EOGM for appointment as a "Director".

Thanks in advance

(email- guptaarjunandco @ gmail.com)

Replies (1)

CA PRADEEP C B

Prop: Pradeep C & Company Chartered Acc

166 Points Posted on 21 November 2017

1. Additional director:
a. Sub-section 1 of Section 161 - Board resolution. File DIR -12 to ROC.

2. Every director should be appointed at a GM subject to the Act. - subsection 2 of section 152.

3. Section 160 - Right of persons other retiring directors to stand for directorship.
It describes the procedure of appointment of new directors. it is also relevant for you.