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Appointment of director pvt. co

(Guest)

Please tell me the procedure of appointment of director of a private company with salary and other points to be followed

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25 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 30 May 2013

As per section 255(2) of the Companies Act, 1956, the directors in the case of a private company which is not a subsidiary of a public company, shall, in default of and subject to any regulations in the articles of the company, also be appointed by the company in general meeting.

So you are advised to refer your articles in this regard and if articles are silent simply appoint new director by holding a general meeting and by passing ordinary resolution.

Other considerable points for appointment of new director:

First collect DIN No. of proposed director and get it approved from MCA.
Collect consent letter from the proposed director. (Recommended but not compulsory in a private company)
Convene a Board/General Meeting for passing resolution for appointment of new director.
Download Form-32 from www.mca.gov.in

5. Fill form-32 and get it certified from a PCS/PCA and upload the same on MCA site for ROC filing with in 30 days from the date of passing resolution for appointment of director.

Hope the above reply would be of some help.

Thanks

1 Like

(Guest)

Thanks for the reply...please also confirm whether there is any provision or restriction for giving salary to him....further whether he would be designated as executive director in Form-32 in such a case.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 30 May 2013

Director Identification Number (DIN)

Please find below the list of documents and formalities required to be complied with for obtaining the Director Identification Number (DIN):

Latest photograph of the applicant in JPEG format.

Proof of identity: Copy of PAN Card (It is a mandatory requirement for Indian Nationals as proof of identity.

Proof of Residence: Copy of Passport, Ration card, Election card, Driving Licence, Electricity Bill, Telephone Bill or Bank Account Statement. (Please note -- Documents should not be older than 2 months from the date of filing of the form.

Valid E-mail ID.

DIN Declaration** signed by the applicant. (Annexure-II is attached herewith for ready reference)

Note: All the attached supporting documents attached shall be self attested by the applicant.

Attached File : 132189 1180135 din declaration.doc downloaded: 207 times

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 30 May 2013

Provisions of managerial remuneration are governed by Section 198, 309,310 and 311 read with Schedule XIII.

However, as your company is a private limited company so provisions of managerial remuneration shall not apply and you are free to give any remuneration to your director. However such payment should be in accordance with the provisions of your articles. So check remuneration provisions of your articles.

(Guest)

Thanks for help sir

Sneha (Company Secretary) (1594 Points)
Replied 30 May 2013

Sir, a purely pvt co can give remuneration (salary) to its non - executive director ?? Articles of the Company allow this.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 30 May 2013

Originally posted by : Sneha
	Sir, a purely pvt co can give remuneration (salary) to its non - executive director ?? Articles of the Company allow this.

According to me yes but subject to the provisions of AOA.

In public company payment of remuneration to non-executive director is governed by Section 309(4) which disallows the payment of remuneration except with the approval of Central Govt.

Sections 309(4) deals with remuneration payable to the part time directors which should be within the overall limit stipulated in section 198(1) and further in section 309(4) itself.

For the payment of remuneration to part time/ordinary director under Section 309(4) approval of the Central Government is must along with approval of shareholder by passing special resolution in general meeting.

However the same restriction is not applicable to a private company which is not a subsidiary of a public company.

1 Like

Sneha (Company Secretary) (1594 Points)
Replied 30 May 2013

Thank you so much sir for your reply.

(Guest)

A question Ankur Sir,

In case my private company is appointing a WTD but the articles have clauses relating to MD and Joint MD only not about the WTD....then will I have to amend it or any other way

(Guest)

I forgot to specify that the appointed director is the relative of the director so whether 314 would be applicable in the senario.

Sarvesh (Company Secretary) (179 Points)
Replied 03 June 2013

Section 314 will not apply in your case since both of them are directors of the Company and drawing salary only in the capacity of Director.

(Guest)

In this Company , out of 3 Directors 1 is getting salary and other 2 are not. and we are deciding to appoint 4 th one ...so is that affect the Decision.

Sarvesh (Company Secretary) (179 Points)
Replied 04 June 2013

Till the appointed director is drawing remuneration in the capacity of director, section 314 will not apply unless or untill he holds some other position also and will draw remuneration in that capacity as well.

ashisha (Practising CA) (261 Points)
Replied 03 July 2013

Hi all! Can a director be appointed in a private Company (a subsidiary of public company) by board resolution without appointing him as an additional director first?

we have two directors in a pvt company and both want to resign. so if we appoint two new directors both will be additional directors upto AGM date, hence we want to appoint the new directors without appointing them as additional director first. Plz advise. its urgent!