Private company - appointment of director

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CS
105 Points Posted on 31 January 2022

A private company incorporated in July 2021 with 2 Directors wishes to add 3 more family members as Directors. On 4th Jan, the Board passed a Resolution for the proposal and DIN was applied for. DIN is obtained today. The Board had at its same meeting also passed a Resolution for calling of EGM to make these appointments, subject to DIN. Now if the company calls for an EGM on 1st Feb and appoints the 3 people as Directors, is the procedure correct. Also, will any other Form except DIR-12 be required to be filed for this purpose.

 

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On 31 January 2022 at 19:26 Report
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Quick Summary
This discussion clarifies the process for a private company to appoint three new family members as directors. The company can proceed with calling an EGM to appoint them directly, provided their DINs have been obtained. The main filing required after the EGM is Form DIR-12, along with supporting documents like appointment letters and consent. It's confirmed that a private company can appoint directors directly at an EGM without first appointing them as additional directors at a board meeting, as long as the Articles of Association permit it.

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Professional
1979 Points Posted on 31 January 2022
Yes ,there is no issue , only DIR -12 with attachments will require ,and EGM notice length has to be taken care...

However ,If board approved appointment subject to DIN is not available then without DIN appointment is invalid,but once DIN alloted ,Board/Committee can take a note of DIN and DIR-12 can be filed in that case two DIR-12 to be filed (First for Additional director and Second On Change In Designation post AGM approval )
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On 31 January 2022 at 20:27
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Company Secretary
7085 Points Posted on 31 January 2022
Yes you can proceed with that.. in egm you can appoint the 3 directors and file dir12 after din approval..
file dir12 with the following attachments:-
appointment letter
board resolution for the same
consent letter of appointment from the director
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On 31 January 2022 at 23:15
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CS
105 Points Posted on 01 February 2022

thank you for your reply. Appreciate the support

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On 01 February 2022 at 11:34
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29 Points Posted on 01 February 2022
So can we appoint a Director directly in Egm without going through the procedure of appointment of additional director in board meeting and then their regularization?
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On 01 February 2022 at 17:51
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Professional
1979 Points Posted on 01 February 2022
@ Salini

Yes ,it can be because 160 is not applicable for pvt company ,and board is giving proposal here to appoint director..subject to nothing contrary mentioned In AOA..
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On 01 February 2022 at 18:02

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