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Procedure for appointment of first directors at general meeting Ø Consent of the directors named in the articles of association in Form No.29 prescribed under the Companies (Central Government’s) General Rules & Forms, 1956 shall be filed with the Registrar of Companies [section 264].This is not required in the case of a private company unless it is a subsidiary of a public company.Generally, the first directors are named in the articles. The general practice is that the promoters of the company select the first directors and name them in the articles.The Department of Company Affairs (Now, Ministry of Corporate Affairs) vide DCA’s Circular No.

The first directors are usually named in the articles of association or are appointed by the directors.For each director, a separate resolution should be passed, unless it has first been agreed by a unanimous resolution that two or more directors shall be appointed by a single resolution (section 263).This meeting can be held on any day before the first annual general meeting.In the absence of any contrary provision in the articles of association of a private company regarding the appointment of first directors, the first directors who have been appointed under the articles may hold office till they are duly appointed at the general meeting held before the holding of the first annual general meeting of the company.In the case of Swapan Dasgupta v Navin Chand Suchanti (1988) 64 Comp Cas 562 (Cal), the Calcutta High Court held that it is advisable that in the case of a private company there should be clear provisions regarding the appointment of first directors in the articles of association of a company.

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