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Appointment of director in pvt ltd

CA Mohit Agrawal (Chartered Accountant) (371 Points)

06 January 2012

Please tell me whether directors can be appointed by board resolution, can more that 1 director be appointed at a time,

Is it mandetory to file the resolution as attachment to Form 32.

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18 Replies

AMIT MISHRA (Legal Professional) (393 Points)
Replied 06 January 2012

Hi Mohit,

Yes a director can be appointed in a board meeting as an additional director in the mid of year and can hold office till the next agm where he may be regularized as a director.

Yes more than 1 Director can be appointed at a time

No, resolution is not mandatory for filing form 32

Thanks & Regards

Amit Mishra

B.Samrish & Co.

New Delhi

Parashar (Company Secretary 2004) (1013 Points)
Replied 06 January 2012

A single director will be appointed through single resolution. Attachment of Board Resolution is not mandatory with the Form 32 but always advisable to attache as an evidence to the appointment.

sivaram (Asst Mgr-Taxation) (6918 Points)
Replied 06 January 2012

Dear sirs addressing to practising company secretaries

The Directors who are liable to retire by rotation and reappointed once again for that also resolution is necessary for appointment once again ? please reply

Thanks in advance

(Guest)

Sivaram, Yes it is desirable to attach resolution for appointment of regular director. You can attach notice of general meeting in which resolution of regularisation of additional director is sent to shareholders/members. Thanks

2 Like

Keval Ponkiya (CA CS MBA(Fin.) M.Com. L.L.B.) (223 Points)
Replied 06 January 2012

Yes Sir,

You can appoint more than 1 director by 1 resolution but to appoint in this way

first you have to pass resolution for such appointment.

And further it is not mandatory but it is always advisable to attach resolution in other attachments

category in Form-32.

Mr.Mohit, I think its an academic question ??? na I think so

(Guest)

Mr.Mohit/ Parashar/ Keval, You can not appoint more than 1 director by 1 resolution in case of PUBLIC COMPANY only and in GENERAL MEETING only as per section 263. Read carefully: Section 263 is applicable on public company only and only in case of resolution passed in General meeting. Meaning hereby private company can appoint more than 1 director by one resolution and Public company can appoint more than 1 director by one resolution in BOARD MEETING. Thanks

CA Mohit Agrawal (Chartered Accountant) (371 Points)
Replied 06 January 2012

I am not clear still, i am asking as to whether by passing a single resolution of the board can i appoint two directors by a single Board Resolution.. as in pvt co. sec255,256,257,263 & 264 does not apply .

CA sorabh gupta (JOB) (121 Points)
Replied 06 January 2012

Hi Mohit,

Yes a director can be appointed in a board meeting as an additional director in the mid of year and can hold office till the next agm where he may be regularized as a director.

Yes more than 1 Director can be appointed at a time

No, resolution is not mandatory for filing form 32

(Guest)

Yes by passing a single resolution of the board you can appoint two directors by a single Board Resolution in pvt co. Regards

Keval Ponkiya (CA CS MBA(Fin.) M.Com. L.L.B.) (223 Points)
Replied 06 January 2012

Simple he Mohit mere bhai,

In Pvt. Co. you can appoint more than 1 director in 1 resolution.

In Pub. Co. also you can appoint but for that you have to pass 1 more resolution regarding this

i.e. 2 resolution, 1 to appoint more than 1 dir in 1 reso and 2 to appoint dir/s

Raghunath Prasad (WORKING) (385 Points)
Replied 06 January 2012

Originally posted by : sorabh gupta CA FINAL
	Hi Mohit, Yes a director can be appointed in a board meeting as an additional director in the mid of year and can hold office till the next agm where he may be regularized as a director. Yes more than 1 Director can be appointed at a time No, resolution is not mandatory for filing form 32

Agree

CA Mohit Agrawal (Chartered Accountant) (371 Points)
Replied 06 January 2012

thanks to all my friends for guiding me Now i understood that two directors as independent directors not additional directors,can be appointed as directors by a single board resolution

(Guest)

Also note mohit for appointing both directors in GENERAL MEETING you can not pass single resolution without obtaining unanimous consent in GM.

Mihir Doshi (B.Com, CA, CS, LLB) (2187 Points)
Replied 07 January 2012

Agreed with expert....only 1 resolution is required for multiple director appointment in pvt company while in public company for each director appointment separate resolution need to be passed.. Hope your query gets solved....

Read Section 263 to get clear view.

Thanks

Mihir Doshi