Additional director to regular director

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meenakshi (Querist)
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13 February 2015 Hi, My company is private company who appointed additional director on 24/9/2014 by passing board resolution but AGM was held on 30/09/2014. In AGM he was not resigned or regularized into regular director. Now I want to convert him into regular director then what will i do for it?????? what are provision under company act we have to follow????

c.bakshi

c.bakshi (Expert)
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13 February 2015 you have to pass special resolution for the appointment and thereafter MGT-14 is required to be filed within 30 days of appointment

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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13 February 2015 The Board of Director under Section 161 (1) of the Companies Act 2013 may appoint additional director, provided:
a. the articles confer power to its Board of Directors to appoint additional director. Where a company adopts Table F as its Articles of Association, Regulation 66(1) of Table F provide for appointment of additional director , and
b. such a person should not be the one who fails to get appointed as a director in a general meeting.
c. Such a director shall hold office till the date of the next annual general meeting.

According to my view you can't regularize the director

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c.bakshi

c.bakshi (Expert)
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13 February 2015 Practically can it be done Sir?

first File his resignation due to non confirmation in the AGM.

thereafter complete the procedure of his/her appointment and not as additional director but as a Regular Director

Kindly Correct Me Sir if I am wrong

meenakshi

meenakshi (Querist)
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16 February 2015 Thank you for your suggestion, but if I resign him then there is remained only one director and for this i have to appoint another director upto the date AD is appointed as a regular director. For this we have to held an EGM???????

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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16 February 2015 In case of appointment of director at general meeting provisions of section 160 of the companies act, 2013 need to be complied. Further relevant provisions of AOA should be followed.

meenakshi

meenakshi (Querist)
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16 February 2015 sir, can my director have to deposit Rs. 100000 to the company for converting itself from AD to regular director in EGM or is there any exemption for private companies director???? Also as per Section 160, the Rs 1 Lac deposit is required in cases where the director is appointed in the General Meeting. And the additional director as per Section 161 is appointed by the Board of Directors and not in a General Meeting.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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16 February 2015 Director appointed as an Additional Director hold the office only up to the date of ensuinf AGM of the Company. If company want to appoint him as director then regularize the person as director in AGM. Failure to regularize the Additonal director at AGM results into vacation of office of director.
You can't regularize the addtional director later on at EGM.

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CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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16 February 2015 Section 160 of 2013 Act is applicable to a private company also

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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16 February 2015 To fill the casual vacancy caused due to resignation of director, General meeting need to be held. As per wordings used in Section 160, it will be applicable in cases of appointment of directors other than retiring directors.Any other person seeking appointment as director at general meeting. provisions of section 160 need to be complied with.