Appontment & Resignation of directors in one BM

 

A Private Ltd. company has two directors. Now both the directors are going to resign and two new directors are going to be appointed. Is it possible to pass the resolutions at a particular board meeting and then file a single Form 32 for the above. If yes, then who sign the resolution as both the directors are resigning and new directors being appointed on a single day and who will sign the form 32? The proposed directors do not have Digital Signature as of now.

 

There is an another option to appoint new directors and file form 32 first and then resign old directors and file another form 32. For this two board meetings will be required. But the question is that can this simultaneous appointment and resignation can be made at a single board meeting?

Replies (3)

Simultaneous appointment and resignation can be made at the single board meeting and the dates of appointment and relieving can also be the same.

 

As far as filing of form 32 is concerned first file the form for incoming directors using the old directors DSC and then file form 32 for outgoing directors using the new director DSC. 

When both activities namely appointment (to be done first) and resignation (after passing of appointment resolution) are done in same meeting, then one of such newly appointed director would be designated as chairman of the meeting , therefoer, Minutes will also be signed by such newly appointed chairman.

Regards- Sudhir

As far as signing of the minutes of Board meeting, the same can be signed by the chairman of the current  meeting or by the chairman of the next succeeding meeting as per Section 193(1)(a).  So there is no issue even if you don't appoint the new director as chairman of the current meeting.  In the next meeting due to resignation of both the the existing diretors, one of the new director will be elected as chairman of the meeting and the minutes can be signed by him.

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