Concept of addional director

Page no : 3

Gulhasan (ARTICLE) (27 Points)
Replied 14 December 2012

Originally posted by : Smriti Dhawan
	Originally posted by : Gulhasan Originally posted by : CA Manish Malu yes AD is appointed by board but board cannot regularise him . for regularisation of AD in GM sec 257 has to be complied with. As you know that AD peroid of office upto next AGM. If he is reappointed as Additonal Director, there is no need to discussion about AD in GM as it is appointed / reaapointed to him as AD so why are you say AD is regularisation in GM. Appointment / reappontment in GM ONLY FOR Rotaional Director or may be Non Rotaional Director. He is interested appointed as Rotaional Director the he shall compliance of Sec. 257. Now, i guss you understand. Regards Gulhasan Mr. Gulhasan Kindly Go through Section 260 of Companies Act. any Director who is appointed by Board of Director at Board Meeting is an Additional director. If he is regularise in General Meeting he will not be said as Additional Director.

Mr.Manish

AD apponited by Board. You are stated like at Board Meeting oK

it means that AD appointed Only at Board Meeting. Sorry to say that it is worng.

It can be appointed at Board meeting or resoultion by Circulation.

appointment or reappointment , there is not difference in english ok

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Sneha (Company Secretary) (1594 Points)
Replied 14 December 2012

Ankur Sir,

If AD can be again appointed as AD, what procedure to be followed. Please guide me on this. It will be really helpful for me. Last time I resigned him after AGM and again appointed him as AD. Can I do it directly without resigning him. It is for an unlisted public company

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 December 2012

Originally posted by : Sneha Binani
	Ankur Sir, If AD can be again appointed as AD, what procedure to be followed. Please guide me on this. It will be really helpful for me. Last time I resigned him after AGM and again appointed him as AD. Can I do it directly without resigning him. It is for an unlisted public company

Without filing form 32 for vacation of office it is not advisable to re-appoint him as AD. After AGM hold a BM as per your convenience and pass BR u/s 260 and file form 32. It seems a bit strange to file 2 form 32 for a person within such short span of time. But yes it is possible.

1 Like

CA Manish (Job) (5264 Points)
Replied 14 December 2012

Originally posted by : Gulhasan
	Originally posted by : Smriti Dhawan Originally posted by : Gulhasan Originally posted by : CA Manish Malu yes AD is appointed by board but board cannot regularise him . for regularisation of AD in GM sec 257 has to be complied with. As you know that AD peroid of office upto next AGM. If he is reappointed as Additonal Director, there is no need to discussion about AD in GM as it is appointed / reaapointed to him as AD so why are you say AD is regularisation in GM. Appointment / reappontment in GM ONLY FOR Rotaional Director or may be Non Rotaional Director. He is interested appointed as Rotaional Director the he shall compliance of Sec. 257. Now, i guss you understand. Regards Gulhasan Mr. Gulhasan Kindly Go through Section 260 of Companies Act. any Director who is appointed by Board of Director at Board Meeting is an Additional director. If he is regularise in General Meeting he will not be said as Additional Director. Mr.Manish AD apponited by Board. You are stated like at Board Meeting oK it means that AD appointed Only at Board Meeting. Sorry to say that it is worng. It can be appointed at Board meeting or resoultion by Circulation. appointment or reappointment , there is not difference in english ok

Dear Gulhasan plz read the full Article I have already mentioned that AD can be appointed by passing a circular resolution.

Sneha (Company Secretary) (1594 Points)
Replied 14 December 2012

Originally posted by : Ankur Garg
	Without filing form 32 for vacation of office it is not advisable to re-appoint him as AD. After AGM hold a BM as per your convenience and pass BR u/s 260 and file form 32. It seems a bit strange to file 2 form 32 for a person within such short span of time. But yes it is possible.

Yes sir it is strange. But this has to be done due to some internal issues. Thank you sir for your kind repy.

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CA Manish (Job) (5264 Points)
Replied 14 December 2012

Originally posted by : Ankur Garg
	Originally posted by : CA Manish Malu Please mention the provision where it is mentioned that AD can be reappointed as AD. There is some conceptual error Manish Sir. Let me repair the same. There is no need for a provision which allows you to re-appoint an AD as AD. A person whose period of office is expiring as AD in the ensuing AGM can very well be re-appointed as AD again through a BR by complying ROC formalities. The same is possible as there is no restriction at all in law. (However the same looks very strange on the part of company due to yearly filing of form 32). Further the practice of re-appointing an AD again and again shows the lack of secretarial knowledge. It is highly recommended to regularize AD by following the procedure given in section 257 (for public company) or by following the procedure given in Articles (for private company) for administrative convenience. My personal practice Let me also share my personal practice. I have never appointed a person through the route of section 260 in my entire career. I would also suggest you to straight away appoint a person in the general meeting under section 257 (for public company) or by following the procedure given in Articles (for private company). In this way you have a file single form 32 and there would be no need to remember the regularisation formalities. (I think the same is very much possible at least in unlisted companies with mgt. support.) I hope the above would be of some help.