Director

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Rushabh Shah (Querist)
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11 February 2014 Hello,
I have few query related to appointment/resignation of director.

1. If director is appointed between two AGM than it will be consider as Additional Director. For this appointment we have to file Form 32 with ROC. Now when the appointment of that Additional Director is regularize in next AGM, whether we will require to file FORM 32 Again? What is the procedure to be followed for Regularizing that Appointment after subsequent AGM.

2. There is BoD Meeting in which there are four director and four additional director in Company. Out of 4 Director, 3 are retiring and another 3 new director are appointed. Now, Resignation is required to be given of the date of Meeting or subsequent to date of BoD Meeting. Resolution is passed for appointment of 3 director and than after for retirement of 3 director. what can be the date of Resignation? Resignation is mutually decided between BoD Meeting.

Rushabh Shah

Rushabh Shah (Querist)
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11 February 2014 Thank you in advance for your kind help

Asha Kanta Sharma

Asha Kanta Sharma

(Expert)
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21 July 2024 Here are the responses to your queries related to the appointment and resignation of directors in a company:

1. **Appointment and Regularization of Additional Director:**
- When a director is appointed between two Annual General Meetings (AGMs), they are considered an Additional Director until their appointment is regularized by the shareholders at the next AGM.
- Initially, Form DIR-12 (not Form 32) is filed with the Registrar of Companies (ROC) for the appointment of an Additional Director.
- At the subsequent AGM, the appointment of the Additional Director can be regularized by passing an ordinary resolution to that effect. No further filing is required with ROC specifically for the regularization, as it is automatically regularized upon shareholder approval at the AGM.
- However, if there are any changes in particulars of the director (such as address, etc.) after regularization, those changes need to be filed with ROC using Form DIR-12.

2. **Resignation of Directors:**
- The resignation of directors in a Board of Directors (BoD) meeting should be effective from the date mentioned in the resignation letter submitted by the director.
- If the resignation is discussed and mutually decided upon during the BoD meeting, the effective date of resignation should ideally be specified in the resolution passed during the meeting.
- The resolution for resignation should be recorded and passed in the BoD meeting, clearly stating the effective date of resignation as per the resignation letter.
- It is important to ensure that the effective date of resignation is properly communicated and recorded to avoid any ambiguity or future disputes.

In summary:
- For an Additional Director appointed between AGMs, file Form DIR-12 initially. Regularization occurs automatically upon shareholder approval at the subsequent AGM.
- Resignation of directors should be effective from the date specified in the resignation letter and recorded in the resolution passed during the BoD meeting.

These procedures help maintain compliance with the Companies Act and ensure smooth governance of the company's board. If you have further specific questions or need clarifications, consulting with a company secretary or legal advisor familiar with corporate governance in India would be advisable.

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