Ad-Free CAclubindia and Daily Updates on your mobile. Subscribe Now!

Regularisation of Additional Director

Rachna (Officer) (202 Points)

20 October 2010

We have appointed additional director in mid 2008, according to law it needs to be regularized in next AGM i.e. AGM of 2008. But we failed to do that till date, can we regularize him in current AGM.

What are the consequences and what are the remedies.

Reply
Follow
Share

6 Replies

Ajay Mishra (Company Secretary) (74337 Points)
Replied 20 October 2010

Dear Friend

The period of additional director will be from mid 2008 till AGM date, unless you are not appointed in AGM as director under section 257 of the Companies Act, 1956. In your case the notice of AGM has already filled with ROC for the purpose of other agenda items so you can not regularize, such AD as regular director u/s 257 on AGM, so Company Law Settlement Scheme will not apply.
Regularisation can be made, on the date of AGM after the appointment of AD as per section 257.

In your case, the additional director appointed in mid 2008, will automatically vacate their office on the date of AGM in 2008. In this case you will file Form-32 with ROC within 30 days from the date of vacation of office.

1 Like

Upgrade to CAclubindia Pro. Subscribe Now!

Ajay Mishra (Company Secretary) (74337 Points)
Replied 20 October 2010

No you can not regularise additional director in current General Meeting.

1 Like

Rachna (Officer) (202 Points)
Replied 21 October 2010

Thank you so much sir.....for the valuable information

CA. Rashi Goyal (Chartered Accountant) (512 Points)
Replied 01 November 2010

Suppose the Director is appointed on 1.09.08 and AGM held on 30.09.08. The regularisation of Director has been missed out. The office of director is vacated as on 30.09.08. Can board of Directors appoint the same Director as additional director again on 01.10.08.

Please advise.

Ajay Mishra (Company Secretary) (74337 Points)
Replied 01 November 2010

Dear Rashi

The trnure of aditional director will autometically end on the date of AGM, if you are not regularise them. You filr Form-32 of cessation of office with ROC.

Yes, you can also appoint the same person as aditional director in Board meeting held on 01.10.2008 and file Form-32 with ROC.

In this case my suggestion is to file first Form-32 of cessation to ROC and wait till the approval of cessation from ROC. After approval filr a new Form-32 with ROC for appointment of aditional Director.

Regards

Upgrade to CAclubindia Pro. Subscribe Now!

CA. Rashi Goyal (Chartered Accountant) (512 Points)
Replied 01 November 2010

In our case the AGM has been convened on shorter notice of 2 days and after the issuance of notice but before the AGM, the additional director had been appointed. While filing form 23AC the notice had been filed which does not include the agenda for regularisation of additional director, the inclusion of regularisation clause has been missed out in notice. The form 32 for appointment has been filed and also been approved by ROC. The annual return and form 20B is yet to be filed. Now we are left with one option to cease the directorship on AGM and reappoint on next day of AGM and file two form 32 or file a addendum to notice along with filing of annual return & form 20B showing the regularisation of director. Please suggest the best alternative.