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Help!! addition of director

Vinita (CA , B.Com) (90 Points)

12 June 2011

Please help me out on this

A new director has been appointed in a company,the requisite need of Filing Form 32 has been done.

What has to be done in respect of the MOA & AOA.

The earlier docs wont be valid rite?? a fresh MOA & AOA will have to be prepared rite??

Please guide me about the procedure to be followed

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7 Replies

Jaideep (Service) (1368 Points)
Replied 13 June 2011

No need to alter MOA and AOA...

MOA is basically incorporation document whereas AOA is internal policies of the Company these will remain same unless there are specific amendment to the clauses of the same.

If I am correct, your concern is for the the AOA - clause of the First Director, even this will not change as it mention about the first Director of the Company.

Regards

Jaideep Pandya

CA Suraj Prasad Shaw (Chartered Accountant) (504 Points)
Replied 13 June 2011

Addition of director to be done upto the limit specified in the article of association as when it is first registered, Any addition over & above the limit specified in the AOA will require the approval of CG.

Charu (nil) (122 Points)
Replied 13 June 2011

The views expressed by Mr. Jaideep are correct. There is no need to amend either MOA or AOA. The change, addition or deletion of Directors does not require amendment of MOA or AOA.

CA Devender Chauhan (Group Financial Accountant) (1526 Points)
Replied 13 June 2011

Originally posted by : Jaideep
	No need to alter MOA and AOA... MOA is basically incorporation document whereas AOA is internal policies of the Company these will remain same unless there are specific amendment to the clauses of the same. If I am correct, your concern is for the the AOA - clause of the First Director, even this will not change as it mention about the first Director of the Company. Regards Jaideep Pandya

yes, agree with jaideep...

Rajnikant Vadigoppula (CA, CS And CMA Final) (919 Points)
Replied 13 June 2011

i agree with jaideep

Manish Mishra (CS) (36 Points)
Replied 14 June 2011

Please note the following for appointment of Directors:

1. Check MOA AOA for the upper limit of Directors (Need CG approval for more than 12 Directors)

2. Obtain Declaration in Form 24AA u/s 299 and also take 274 (1)(g), place it before the next Board meeting for noting.

3. Amend the Register of Directors.

4. There is no need to amend the AOA and MOA.

Remember the type of Directorship, i.e. if under 260 then renew the Directorship at the AGM or any GM, also check if he is an alternate or rotational Director.

This Completes the Appointment of Director

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