IVa1

TO APPOINT A DIRECTOR IN THE GENERAL MEETING OTHER THAN THE RETIRING ONE

1. Appointment of a director other than the retiring one in the General Meeting will, in case of a private company not being a subsidiary of a public company, be governed by its Articles of Association. The items 2 to 8, therefore, will not apply to such a company.

2. Give a notice to the company that you wish to propose a person to be appointed as a director not less than fourteen days before a General Meeting. Alternatively, a person himself may give notice of his candidature as aforesaid. There is no prescribed form for this notice. Notice must be accompanied by a deposit of five hundred rupees per candidate which will be returned if the candidate is elected.

3. File the written consent of the person proposed, with the company, before appointment, unless he himself has notified his candidature. There is no prescribed form for this purpose also. This formality shall, however, not be necessary where he, immediately before such appointment, was already the Board appointed director of the company.

4. Inform all the members about the aforesaid proposal or candidature by serving individual notices on them not less than seven days before the meeting. But it shall not be necessary for the company to serve individual notices upon the members as aforesaid if the company advertises such candidature or intention not less than seven days before the meeting in at least two newspapers circulating in the place where the registered office of the company is located, of which one is published in the English language in an English newspaper and the other in the regional language of that place where the registered office is situated in any regional newspaper, both the newspapers having wide circulation in that place.

5. Forward three copies of this notice also to the Stock Exchange with which the shares of your company are listed.

6. Hold the General Meeting and pass the Ordinary Resolution for appointment. If the Articles of Association of your company require passing of a Special Resolution for such appointment, then pass a Special Resolution.

7. Send three copies of the notice and a copy of the proceedings of the General Meeting to the Stock Exchange with which the shares of your company are listed.

8. The person so appointed cannot act as director unless he files his consent in Form No.29 within thirty days of his appointment as a director with the concerned Registrar of Companies, after paying the requisite fee prescribed under Schedule X to the companies Act, 1956, either in cash, postal order, or treasury challan. Postal order is accepted up to Rs.50/- [Rule 22(3)]. This condition shall not, however, be necessary in case where such a person was immediately before his appointment as director, already the Board appointed director or a retiring director of the same company.

9. See that such director notifies about his appointment to other companies in which he is a director, managing director, manager or secretary within twenty days.

10. File Form No.32 in duplicate within thirty days of his appointment [Section 303(2)] with the concerned Registrar of companies after paying the requisite fee prescribed under Schedule X to the Companies Act, 1956, either in cash, postal order, or treasury challan [Rule 22]. Postal order is accepted up to Rs.50/- [Rule 22(3)].

11. Refund the deposit of five hundred rupees mentioned in item 2 of this topic to the person who has given the notice of candidature of a director only when he is appointed, in the General Meeting and not otherwise.

12. If the resolution passed is a Special Resolution, file the same with Explanatory Statement with the concerned Registrar of companies in Form No.23 within thirty days [Section 192(4)(a)] after paying the requisite fee as prescribed under Schedule X to the Companies Act, 1956, either in cash, postal order, or treasury challan. [Rule 22]. Postal order is accepted up to Rs.50/-.

13. Make necessary entries in the Register of Directors’ Particulars.

14. If the case falls under any of the topics from 53 to 62 follow the procedure as mentioned therein.

15. If this increases the number of directors mentioned in the Articles of Association of the company, take note of topic 59.

16. Take note of the provisions of sections 253, 274, 275, 278 and 284 as regards disqualifications, disabilities, etc., of the persons to be appointed as directors.

17. Promptly notify to the Stock Exchange with which the shares of your company are listed the change in the company’s directors.