03 March 2012
You can regularise additional Director appointed by Board Meeting in coming AGM!!
In Pvt Ltd company not a very lengthy process. Simply send the Notice to Shareholders and auditors etc. containing Special business of regularising Additional Director as Director.
Pass Ordinary Resolution and File E-Form 32 within 30 days of Resolution.
In Public company follow the section 255, 256 and 257 to regulaise Additional Director.
In Public company, regulaisation of Additional Director can be done as follows:: 1. Director intended to be regularised need to giveat least 14 days notice to company about this.
2. company shall give same intention to its shareholders by letter or by news paper advertisement.
03 March 2012
There are two ways of appointing Director.Either appoint him as a 1). Director in Extra Ordinary General Meeting or 2). Additional Director in Board Meeting then regularise in General Meeting.
An Additional Director appointed in Board Meeting can be regularize in coming general meeting. However, the tenure of Additional Director will be upcoming AGM. I will suggest you to regularize him as a director in general meeting otherwise you have last option to regularize him on coming AGM, if management decides.
Draft General Meeting Resolution:
“RESOLVED THAT pursuant to Section 257 and other applicable provisions, if any, of the Companies Act, 1956, Mr……., who was appointed as an Additional Director with effect from .....30, 20….on the Board of the Company , be and is hereby appointed as Director of the Company, liable to retire by rotation.”
03 March 2012
Resolution for regularisation is as follows:-
REGULARISATION OF DIRECTORS
“RESOLVED THAT ……………………. whose term of office as an Additional Director of the Company expires at this Annual General Meeting and in respect of whom the Company has received a notice under section 257 of the Companies Act, 1956 from a member proposing the candidature of ……………… for his appointment as a Director of the Company and in response to that ……………….. be and is hereby appointed as the Director of the company whose period of office will be liable to determination by retirement by rotation.”
“FURTHER RESOLVED THAT ……………… be and is hereby authorized to take all necessary action to give effect to this resolution.”
03 March 2012
Procedure for regularisation of additional director
1. Hold and convene a General Meeting and pass an Ordinary resolution. if the Articles of Association of your company require passing of Special resolution for such appointment, then pass a special resolution.
2. File [e-form no 32] with the concerned ROC within 30 days from the date of Appointment.
3. Make necessary entries in the Register of Directors and in the Register of Director’s Shareholding.
CAclubindia
