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Object Clause Change


Appointment Of Director

Requirements for Appointment of Director
  • Proposed Director must be eligible for appointment or re-appointment
  • Proposed Director must have an active Director Identification Number (DIN)
  • Total number of directors should not fall below or exceed the prescribed limits
  • Director’s appointment should be in accordance with the provisions of Companies Act
  • Appointment must be approved by board of directors or shareholders as the case may be

E-Tax Service Offerings:
  • Collection of required information for application of digital signature and allotment of director identification number
  • Preparation of necessary documents for director’s appointment like offer letter, written consent, interest declaration and disqualification intimation
  • Drafting of documents required to call and hold the required meetings like notice of meetings, certified true copy of resolutions and minutes
  • Filing of ROC form DIR-12 along with uploading of necessary attachments

Our Procedure for Appointment of Director
  • Procure digital signature of appointee and file DIR-3 on behalf of the proposed director, if the appointee does not hold an active DIN
  • Issue notice to all the directors of company for calling the board meeting
  • Hold the meeting of Board of Directors and pass the following Board Resolutions:
    • To consider the appointment/re-appointment of proposed director
    • To approve notice of general meeting along with explanatory statement;
    • To fix day, date, time and venue for holding general meeting;
    • To authorize the director or company secretary to do such acts, deeds and things as may be necessary to give effect to the Board’s decision
  • Prepare and circulate the minutes of board meeting within 15 days from the conclusion of the board meeting
  • Send notice of general meeting along with explanatory statement to those who are entitled to receive notice like directors, members, auditors and others
  • Obtain shareholders’ consent by passing an ordinary resolution at the general meeting for approving the appointment
  • For listed companies, disclose the proceedings of general meeting to the stock exchange within 24 hours and post the same on the company’s website within 2 working days from conclusion of general meeting
  • For listed companies, submit the details of the voting results to the stock exchange and post the same on the company’s website within 48 hours from the conclusion of the general meeting
  • Prepare the minutes of general meeting within 15 days from the conclusion of the board meeting
  • Issue letter of appointment to the director of the Company describing the terms and conditions of appointment
  • Obtain from the proposed director a declaration for interest in other entities in MBP-1, consent to act as director in DIR-2 and intimation about his disqualifications in DIR-8
  • File the Return of Appointment of Directorship in Form DIR-12 with Registrar within 30 days of appointment along with certified true copy of resolution, letter of appointment, DIR-2, DIR-8 and other necessary attachments

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