Appointment of Additional Director as Whole Time Director

This query is : Resolved

Sarabjeet Kaur (Querist)
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26 August 2009 Dear All,

I have two Queries.
1. A Company appoint,say Mr. A, as Additional Director as Whole Time Director in its Board Meeting on November,2008. Now in AGM to be held in Sept., that Mr. A is to regularised as Director. Now my Query is that whether Mr. A is again to be appointed as WTD by the shareholders or mere ratification by the shareholders is sufficient.
As a Additional director ceases to be as Director on the comencement of AGM, if he is not a director then how can he remain as WTD.
My Second Query is that
His Appointment will be effective from November, 2008 or from Date of AGM in which he is appointed as WTD.

M Prabhakar Menon

M Prabhakar Menon (Expert)
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26 August 2009 There appears to be some confusion about additional director and whole time director A whole time director is a normal director of the company who can also be a functional director say commercial director ;finance director or executive diretor there is no dearth of portfolios whereas an additional director is over and above the normal number of directors permitted by the Articles of association of the company. The Board appoints Directors and they retire at the first AGM held after ther appointment They are then appointed by the AGM and will retire by rotation at the next AGM The AGM may reappoint them if elligible.The AGM can fix the date or approve w e f...

Sarabjeet Kaur

Sarabjeet Kaur (Querist)
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26 August 2009 But Sir, An Additional Director can be Appointed as Whole Time Director. I think U dont understand my Query

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Jagruti (CS)

Jagruti (CS) (Expert)
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26 August 2009 Hi,

Yes you can appoint Additinal Director (AD) as WTD.
- In AGM there is no need for appointing WTD again as he is already appoint by Board in case of Pvt company and in only he needs to be regularised.But if Public than members approval is required.
- His Appointment will be effective from November, 2008 and not from Date of AGM though members approval in taken in AGM.

I hope you got the ans.

Sarabjeet Kaur

Sarabjeet Kaur (Querist)
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26 August 2009 Please clarify one thing, it is a Public Company and the director was appointed as WTD in November,2008 by the Board. No EGM was held that time for shareholders approval and that director was getting remuneration as per Schedule XIII of Companies Act,1956. Then in that case, whether ratification by Members would solve the purpose or the appointment is void.

Jagruti (CS)

Jagruti (CS) (Expert)
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27 August 2009 No need for ratification or reapointment.
But the appoinment is subject to approval by Members.

Hence, in next general meeting u get the approval of members for appoinment of WTD w.e.f. Nov,08 i.e. retrospectively.

ARUN KUMAR MAITRA

ARUN KUMAR MAITRA (Expert)
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07 December 2015 After appointment of Additional WTD ,while filing Dir-12,whether the said person is to be shown in the category of Executive Director or Non-Executive Director? His appointment is still subject to approval of members.Will it be necessary to file MR-1 after his appointment in the board meeting or it is to be filed after approval of the appointment by the shareholders in general?