U need to adopt below procedure:-
1. Check the Articles of Association of the company provide for provision.
2. Call a Board Meeting & pass resolution for appointment of the whole time director & in fix up the date, time, place and agenda for calling a general Meeting.
3. Issue notices at least twenty one days before the date of the meeting with suitable Explanatory Statement and hold the General Meeting, and pass the Ordinary Resolution.
4. File a certified true copy of the resolution of the Board or agreement executed and the Ordinary Resolution appointing the whole time director with the concerned Registrar of Companies Form No.23 within thirty days of the passing or making thereof, after paying the requisite fee as prescribed under Schedule X to the Companies Act, 1956.
5. File Form No.32 in with the concerned Registrar of companies within thirty days of the appointment, after paying the requisite fee as prescribed under Schedule X to the companies Act, 1956.
6. Make necessary entries in the Register of Directors’ Particulars etc.
7. File Form 25C within 90 days of appointment