Appointment of additional director as director in agm

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Querist : Anonymous

Querist : Anonymous (Querist)

21 November 2012 Dear Sir
I have a query from Mr Ankur Garg regarding appointment of additional director as director in AGM
Dear Ankur Ji you have mentioned form 32 is required to be filed again for appointment of additional director as director in AGM can you please tell me under which section this is required

Ajay Mishra

Ajay Mishra (Expert)
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21 November 2012 Hi

If you don't mind i can reply on your query....

I think you need to read section 303 (1) and (2) of the Companies Act, 1956.

Again you see the Form-32 which says that Form-32 is required to be filed if any changes made in its director it means you are changing the position of additional director as director and for this you need to file again Form-32 specifying such changes.

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Querist : Anonymous

Querist : Anonymous (Querist)

21 November 2012 Section 303 (2) mentions any change among its directors.......etc and Form 32 provides appointment or change in designation or ceasation . When a additional director is reappionted by shareholders then it effects no change among directors and directors remain the same . Offcourse in case he is not reappointed, then we have to file Form 32 for its ceasation . Moreover , pl see in case we donot file ceasation , then what it means , he is reappointed . Further , there is no cahange in designation even, from additional director, to director is not change in designation of a person, rather change in nonmencalure of a person to be known as additional director in case is he appointed by Board and a direcor in case he is appointed by sharhodlers. Rather after the date of AGM , he is automatically , in case he is not ceased as such , be known as director and not additional director . As you rightly know that additional director can remain upto date of AGM not after that. Thus there is only two options after AGM, either he will cease or will be reappointed . In case he ceased then form 32 is required or in case rappointed then he will automatically be known as director. You should reconsider and revert back.regards

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CS Ankur Srivastava

CS Ankur Srivastava (Expert)
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21 November 2012 As such Additional Director appointed under section 260 shall hold office only upto the date of the next annual general meeting of the company as additional Director. Thenafter, either he cease to be a additional director or a company need to pass a ordinary resolution to regularise him as a director of the Company.

In both of such events the designation of additional director changes and for every change you need to file form 32 withing 30 days of change. Therefore form 32 is to be filed on his confirmation as Director.

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