Appointment of director pvt. co

No. Sec - 257 is applicable to a  private company which is subsidiary of a public company. So shareholders approval is required for appointing directors as regular directors.

If Company doesnot want to appoint them as additional director and then regularize in AGM then appoint them in EGM held before the date of resignation of existing director.

Agree With Sneha................

If you don't want to appoint director in Board Meeting then appoint him at general meeting. In your case 257 will apply.

In other word, the director appointment in general meeting will firstly goes to Board and after taking in to action such item will be send to shareholders for their approval.

I will request you to firstly appoint them in Board first then regularise at general meeting.

Thanks for the reply!

In case of appointment of Director by shareholders (in EGM), the resolution will first be approved by board, subject to approval by shareholders.

in that case, at what stage will the form 32 be filed: at approval by board or by shareholders or both?

The resolution will be taken with Board but not subject to the approval.

The Form-32 will be filed from the date of appointment not from the date of Board resolution or shareholders resolution.

If date is not mentioned then you can give shareholders resolution date.

Resolution to be passed at Board Meeting for calling EGM

HOLDING EXTRA ORDINARY GENERAL MEETING FOR APPOINTMENT OF DIRECTORS OF THE COMPANY

The Chairman informed the Board that, it is proposed to appoint Mr. ______________ as the Director of the Company, subject to the approval of shareholders in General Meeting.     

The Board expressed its satisfaction to the matter discussed and passed the following Resolution.

“RESOLVED that an Extra Ordinary General Meeting of the shareholders be called on ___________ for the appointment of Directors of the Company. The draft notice along with explanatory statement thereto as placed before the Board be and is hereby approved and the same be sent to the shareholders whose name appear in the register of members.”

“RESOLVED further that in the said Extra Ordinary General Meeting of the Company the following resolution be moved:

“RESOLVED that pursuant to the applicable provisions of Companies Act, 1956 and Articles of Association of the Company, consent of the members be and is hereby accorded for the appointment of Mr. ____________, as the Director of the Company in respect of whom the Company has received a notice in writing from a member proposing his candidature for the office of the Director and who is liable to retire by rotation.””

“FURTHER RESOLVED THAT Mr. __________, Director of the Company, be and is hereby authorised to sign and file Form 32 with the concerned Registrar of Companies within the prescribed time limit.”

Thanks a lot for the valuable inputs..

Also plz advice that which director will be authorised to file the form? the ones that are resigning or the new appointees? 

A person can not file his own Form 32 (specially for appointment). The appointment must be shown before the date of resignation and dsc of resigning director should be used for appointment of new directors.

Similarly its advisable to use the dsc of appointed directors while resigning the existing directors.

Agree with Sneha....

You should follow the following procedures for filing Form-32:

1. First appoint new directors of the company. In the same resolution you mentioned any director of the company authorise to sign and file the same with ROC, then you resigned the existing directors.

2. Then You file the Form-32 of the newly appointed directors by using digital signature of any  director  out of earlier two directors which will be resigned.

3. After Filing Form-32 of new directors, check portal of MCA showing the new name of directors.

4. Again file Form-32 with ROC for resignation of old directors with using the digital signature of new directors.

Appoint the person as director under section 257 directly in the EGM and file single form 32 and conclude the matter.

Simple procedure will be:

1. Hold a board meeting and consider the matter and pass a board resolution regarding candidature of appointee.
2. Fix date of EGM in that board meeting mentioned above.
3. Hold EGM on due date and pass appointment resolution.
4. Date of appointment will be the date mentioned in the resolution which shall not be retrospective. It may be on same day or prospective.
5. File form-32 with ROC.

This form-32 can be signed by an existing director on board of the company.

Note:

1. Section 260 is not available to a purely private company and section 257 is also not available to a purely private company. The appointment of director in a purely private company is governed by section 255(2).

2. However, we can interpret that Section 260 would be available to a private company which is subsidiary of a public company because section 257 is available to such private company for the purpose of regularisation of additional director appointed u/s 260.

3. If in case, law removes the availability of section 257 in future from a private company which is subsidiary of a public company, then availability of section 260 to such company will also be removed automatically.

Thanks

1.  where in case of exsiting pvt ltd co  
2. a new person wanted be the director in that pvt co
3. person is not having any sharesholding in that company 
4. what procedure do he/she need do get done directorship in that company