Appointment of director in private limited company

Hi Abhay,

As per Section 152(2) of Companies Act, 2013 power to appoint directors is vested on shareholders.

However, Section 161 says if Articles authorise, board can appoint additional director to hold office upto the date of next AGM or the last date on which the AGM should have been held, whichever is earlier.

If the appointment of additional director is ratified by shareholders at the AGM then only he can continue his office after the AGM.

Therefore solution to your query no.1 will be select additional director category promoter or professional depends on your case.

solution to your query no.2 will be yes you need to file DIR-12 again for change in designation for reflecting in MCA signatory details.

Hope everything is clear to you.

Regards,

Arjun

Thank you sir..

What is the different between Promoter and Professional director?

What should I select for proposed new director?? His name was not there in MOA and AOA.

If i appoint him as Additional Professional director and then old director resigns..will new director be counted in minimum number of directors required for pvt company i.e. 2 directors.?

From layman's point, promoter director means those director whose is involved in taking steps for formation of company strictily speaking founder.

Professional director means who is other than promoter director say an unrelated director to promoters.

In your case first appoint additional director (Professional) and then resign old director so that minimun 2 directors requirement will be met.

Thank you so much for your valuable reply...!!

MBP 1 and DIR 8 forms to be filed with ROC in above case??

MBP1 and DIR-8 is not required to be filed with ROC. You just collect it from directors and keep it on record.