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Appointment of director

Mayuri Lal (officer CS) (748 Points)

19 October 2012

Dear Members,

In a pvt company, one director dies on 01.06.2012. oNly one director left. Now we want to appoint a new director who does not ahve DIN.

How to show the appointmnent?

Can we apply for the DIN today and show his appointment w.e.f 01.06.2012 or what is the solution??

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9 Replies

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 19 October 2012

Yes, Mayuri you can do so. Appointment can be wef 1st June 2012, even if that particular director is not having DIN on that date , you can apply for DIN after his appointment as Director and file Form 32.

ACS Deepika Chowdhary (Company Secretary) (280 Points)
Replied 19 October 2012

Dear Mayuri

You can show his appointment w.e.f. 01.06.2012 and DIN can be applied and form 32 can be filed with MCA but as there is only one director in the company requirement of quoram would not be met therefore, a general meeting of members has to be called for his appointment. Therefore, you have to fie form 32 at the time of his appointment as additional director in Board meeting and then at them time of regularizing him which would be done at general meeting. Correct me if I am wrong.

Regards

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 19 October 2012

Originally posted by : ACS Deepika Chowdhary
	Dear Mayuri You can show his appointment w.e.f. 01.06.2012 and DIN can be applied and form 32 can be filed with MCA but as there is only one director in the company requirement of quoram would not be met therefore, a general meeting of members has to be called for his appointment. Therefore, you have to fie form 32 at the time of his appointment as additional director in Board meeting and then at them time of regularizing him which would be done at general meeting. Correct me if I am wrong. Regards

Dear Deepika

As per Regulation 75 of Table A

In case the number of director reduce below the quorum fixed by the Act for a meeting of the Board, the Continuing Directors or Director shall act for the purpose of increasing hte number of directors to that fixed quorum, or of summoning a general meeting of the Company, but for no other purpose. The only director shall call the meeting to order and appoint an additional director only for the purpose of quorum then after act accordingly.

So appointment of Director (Additional Director) can bedone by one Continuing Director at Board Meeting, and thereafter by calling EGM before date of AGM you can regularise that particular additional Director as director of the company.

Mayuri Lal (officer CS) (748 Points)
Replied 19 October 2012

Originally posted by : Smriti Dhawan
	Yes, Mayuri you can do so. Appointment can be wef 1st June 2012, even if that particular director is not having DIN on that date , you can apply for DIN after his appointment as Director and file Form 32.

Hi Smriti,

Is it technically correct?

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 19 October 2012

Ya.. in my view there is no problem at all . Additional Director appointed at Board Meeting, for which Form 32 is required to be filed within 30 days of his appointment. You can apply for DIn after his appointment. Its not prereqisite that to become a director he must have DIN on date of appointment it can be taken after his appointment by Board also.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 19 October 2012

Originally posted by : Mayuri Lal
	Originally posted by : Smriti Dhawan Yes, Mayuri you can do so. Appointment can be wef 1st June 2012, even if that particular director is not having DIN on that date , you can apply for DIN after his appointment as Director and file Form 32. Hi Smriti, Is it technically correct?

Yes, it is.... Form 32 will be filed.

ACS Deepika Chowdhary (Company Secretary) (280 Points)
Replied 19 October 2012

Dear Deepika As per Regulation 75 of Table A In case the number of director reduce below the quorum fixed by the Act for a meeting of the Board, the Continuing Directors or Director shall act for the purpose of increasing hte number of directors to that fixed quorum, or of summoning a general meeting of the Company, but for no other purpose. The only director shall call the meeting to order and appoint an additional director only for the purpose of quorum then after act accordingly. So appointment of Director (Additional Director) can bedone by one Continuing Director at Board Meeting, and thereafter by calling EGM before date of AGM you can regularise that particular additional Director as director of the company.

Read more at: /forum/appointment-of-director-224779.asp#.UIFy5cXR7tw

Dear Smriti

Completely agree with your point and thats what I said in my reply that one director can appoint other person as Additional Director.

1 Like

Hitesh (CA) (459 Points)
Replied 20 October 2012

Dear Members,

Agree that an Additional Director can be appointed by the sole existing director. Subsequently, he can be proposed to be appointed as a regular director at the forthcoming GM, since the Additional Director holds office up to next AGM. Otherwise appointment of other person as a regular director should be made at such AGM.

However, as per the Proviso to Sec. 253 & 266G w.e.f. 01-11-2006, NO COMPANY shall appoint or re-appoint any Director unless he has been allotted DIN under sec. 266B.

Suggestions welcome,

Regards,

Hitesh K

www.cautility.in

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 20 October 2012

Originally posted by : Hitesh
	Dear Members, Agree that an Additional Director can be appointed by the sole existing director. Subsequently, he can be proposed to be appointed as a regular director at the forthcoming GM, since the Additional Director holds office up to next AGM. Otherwise appointment of other person as a regular director should be made at such AGM. However, as per the Proviso to Sec. 253 & 266G w.e.f. 01-11-2006, NO COMPANY shall appoint or re-appoint any Director unless he has been allotted DIN under sec. 266B. Suggestions welcome, Regards, Hitesh K www.cautility.in

Dear Mr. Hitesh

As given in Section 266A of Companies Act, Application for allotment of Director Identification Number its is provided that every applicant, who has made an application under this section for allotment of Director Identification Number, may be appointed as a director in a company, or, hold office as director in a company till such time such applicant has been allotted Director Identification Number.