Ankur Garg (Company secretary) 22 April 2010

Appointment and resignation of Director

Procedure for Simultaneous Appointment and resignation of Director

To deal with this situation you can take the following route:

Convene a Board Meeting
In Board Meeting you first appoint additional director.
There after you may get the resignation of any existing directors
Authorize new director to sign and file forms with MCA and other authorities.
File Form 32 for appointment of directors first with concerned ROC and take approval from ROC.
After approval of Form-32 regarding appointment, file Form-32 regarding resignation of directors
Give effect of resignation of director from the date of Board Meeting or thereafter, otherwise appointment of new directors will be null and void.
Convey a Board Meeting for calling general Meeting for regularization of existing additional directors
File Form -32 regarding change in designation of existing director.

Revert if there is any doubt.

Regards

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Ankur Garg (Company secretary) 22 April 2010

One more thing to mention --- don’t take to forget a valid DIN number of the proposed director. Valid DIN here means DIN approved from MCA.

For resignation of an ordinary director there is no need to pass any resolution in the board meeting. However simple noting in the subsequent board meeting would be enough.

Find below the resolution for noting of resignation and appointment of additional director u/s 260 of companies act, 1956.

Appointment of Additional Director:

“RESOLVED THAT pursuant to Section 260 of the Companies Act, 1956 and Article No.______ of the Articles of Association of the Company, Mr. Rajesh Gupta be and is hereby appointed as Additional Director of the Company.”

RESOLVED FURTHER that any director of the Company be and is hereby authorized to file the return in form 32 pursuant to section 303(2) of the Companies Act, 1956 with the Registrar of Companies concerned in the prescribed form.”

Taking note of Resignation of Director

“RESOLVED THAT the resignation of Ms. Pallavi Jain, Director of the Company, be and is hereby accepted with effect from the 26^th day of the June, 2008 and that the Secretary of the Company be and is hereby instructed to make appropriate noting in the Register of Directors accordingly and file Form No. 32 with the Registrar of Companies.”