Designation of directors

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Dear Friends,

 

Please suggest me on the below mention Query:

 

Facts That:

There is a Company named: XYZ  (P) Ltd.

Date of incorporation: 06/01/2011.

There is three directors at the time of incorporation dated: 06/01/2011.

 

After that they appoint two more directors dated :01/11/2011

and file the E-form 32 With the designation of Additional Director ,Category - Promoter & Non- Executive.

 

Now my queries are : 

First:

If we are using the designation As Additional Directors, can we opt the category as promoter after the date of incorporation while filling the E- form 32?

 

Second:

As This the first financial year for the above mention company so the company can hold the first AGM with in 18 month from the date of incorporation.

Suppose if the company conduct/ hold  its first  AGM in the month of December,2011 what impact in the designation of the Additional Directors as they appointed on dated: 01/11/2011 and the Additional directors hold the office only up to the next AGM                                         of the Company?

 

Third:

If the company already held its first AGM on 30/09/2011.

And they appoint Additional Director dated: 01/11/2011 & after the appointment of the Additional directors, the additional directors desired to change their designation to the ordinary Directors before the next AGM 

Can they do the same and what is the procedure?

Replies (5)

Dear Surabhi,

 

1. Yes, you can very much use the category Promoter if the director is associated with promoters.

 

2. For holding first AGM, you must consider section 166 read with section 210 of the companies Act, 1956.

 

However, if the company hold its AGM in December, the Additional Directors apointed in November needs to be regularise in December AGM otherwise they will cease to be a director in both of the cases form 32 is requird to be filed.

 

3. Yes, it can also be done. The company needs to hold an EGM and show their regularisation as a Director and file form 32.

thanks Ankur,

One more thing i want to ask you that we also have to file E-form 23 for passing the special resolution after conducting the EGM for the procedure.

 

Dear Surbhi 

There is no need to pass Special resolution for appointment of Director, you can do so only by passing Ordinary Resolution in EGM. No need to file Form 23. 

 

Exactly rightly said by Smriti... regularisation of directors can be done by way of Orginary Resolution. Therefore no need to file form 23 in this regard.

thanks Smriti & Ankur...for giving your valuable time..............


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