Resolution for Regularisation of Addl. Director in Pvt. Co.

This query is : Resolved

Guest

Guest (Querist)

14 October 2009 Kindly let me know the following resolution is in order so that I shall follow :

“Resolved that Mr. X who was appointed as an Additional Director with effect from 1st May 2008 by the Board pursuant to the provisions of Section 260 of the Companies Act, 1956 and also in accordance with the Articles of Association of the company shall hold office until the date of the First Annual General Meeting of the company, be and is hereby appointed as a Director of the company and whose office is liable to retire by rotation”.

Await the response of experts.

Ankur Garg

Ankur Garg (Expert)
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14 October 2009 Find below more appropriate and concise resolution:

"RESOLVED THAT pursuant to Section 257 and other applicable provisions, if any of the Companies Act, 1956, Mr. P, who was appointed as an Additional Director with effect from July 30, 2001 on the Board of the Company, be and is hereby appointed as a Director of the company, liable to retire by rotation."

Ankur Garg

Ankur Garg (Expert)
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14 October 2009 Since it is a special business for which ex. statement u/s 173 is required you may use the excess language mentioned in your resolution in the explanatory resolution.

Regards

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Guest

Guest (Querist)

14 October 2009 Thank you so much.

However, it may be noticed that my query is pertaining to 'Resolution for Regularisation of Addl. Director in Pvt. Co.'. This Pvt. Co. is not a subsidiary of Public Company.

In view of the reason mentioned above, Section 257 shall not apply in my case.

Now, you may provide the more appropriate and concise resolution so that I shall utilise the same.

Once again, thanks.

Ankur Garg

Ankur Garg (Expert)
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14 October 2009 No problem at all.
As regularisation is governed by section-257 only. You may use the same resolution. If you use it in your pvt co. case it would not be equal to adoption of a section which is not applicable to a private co.

As your co. is a private co. you may also avoid rotational clause as it is optional for a pvt. co.

Use this resolution:

"RESOLVED THAT pursuant to article__ of Atricle of Association of the company and other applicable provisions, if any of the Companies Act, 1956, Mr. P, who was appointed as an Additional Director with effect from July 30, 2001 on the Board of the Company, be and is hereby appointed as a Director of the company, liable to retire by rotation."

Regards