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Appointment of director

CA Suraj Prasad Shaw (Chartered Accountant) (504 Points)

02 August 2011

Can the board of directors appoint a person as a director by passing ordinary resolution, please clarify. What is the procedure to appoint new director of a private limited company.

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10 Replies

Shweta Aggarwal (none) (31 Points)
Replied 02 August 2011

no, a director can't be appointed by passing an ordinary resolution by BOD. there are only certain cases where a director can be appointed through an ordinary resolution. if i am wrong, please correct me.

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 02 August 2011

Board resolution appointing him/her as additional director and then his/her appointment is to be regularise in the AGM.

File form 32 on both the occasions.

1 Like

Nidhi Jain (CS ) (987 Points)
Replied 02 August 2011

Rakesh is right.

Please keep in mind that there is no concept of ordinary resolution or special resolution in BM. it is for AGM. However unanimous resolution can be passed at BM also but specifically only4 3 event

jeets (CS ) (461 Points)
Replied 03 August 2011

A director can be appointed in two ways:-

1) Under section 260 by the board of directors as an additional director

2) Under section 257 by the members in a General meeting

In the first instance such appointment has to be regularised in a General meeting ( either EGM or AGM) as our learned member has already pointed out.

The appoinment of a director is always done through ordinary resolution.

Thanks

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Sumit Jaiswal (Company Secretary) (818 Points)
Replied 03 August 2011

Agree with Jeets. Either you can appoint a new director as additional director in the board meeting and get it regularised in a General Meeting or you can appoint a new director in an EGM/AGM by passing an ordinary resolution. This is applicable in the case of public limited company.

But in case of a private limited company (if authorised by the articles), a director can be appointed by the Board of Directors. Shareholder's approval is not necessary.

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prasanna (student) (60 Points)
Replied 03 August 2011

a person can be appointed as director by simply passing resolution in board meeting .The term ordinary resolution and special resolution applies only for AGM.A personcan be appointed as director by filing E-form32 .He should be regularise in the AGM

prasanna (student) (60 Points)
Replied 03 August 2011

kindly note that a person has to be appoint as additional director in the board meetings in the AGM only he has to be regularise as Director

jeets (CS ) (461 Points)
Replied 03 August 2011

I beg to disagree with Prasanna on this point, Regularisation of director can be done in any of the general meeting... its not necessary to be an AGM, it can even be EGM.

Others view are solicited

prasanna (student) (60 Points)
Replied 04 August 2011

yes i agree with jeets comments

BPAst (others) (209 Points)
Replied 12 September 2011

Dear Sir / Madam,

case 1 : our Pvt. Ltd. company has appointed a "director" in the month of oct. 2010 for a term "for life or until he resigns" by a board resolution. (Note " Not as an "Additional Director" but as a director. & form 32 has been filed within time.

case 2 : our Pvt. Ltd. company has appointed an exisitng "director" as "Managing Director" in the month of oct. 2010 for a term "for life or until he resigns" by a board resolution. (Note " Not as an "Additional Director" but as a director. & form 32 has been filed within time.

My query to all you is (please give the answers as if applicable to private Limited company don't mix with public co. )

1) whether both these appointments have to be regularised in the coming AGM.

2) if yes, whether again for 32 has to be filed or not.

3) if yes, I need a format of putting up the issue in the agenda & draft of resoution to be passed.

Quick reply will be of great help.

thanks in advance