Appointment of additional director

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Querist : Anonymous

Querist : Anonymous (Querist)

21 November 2014 Sir,

What is procedure of appointment of additional director and regularizing the appointment in General meeting as per Companies Act, 2013.

Kindly Please provide Copy of resolution regarding regularizing the appointment of additional director in Companies Act, 2013.

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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21 November 2014 Additional Director appointed by a Company shall be regularized at the ensuing GM u/s 160 of the Companies Act, 2013 by an 'ordinary resolution' as 'special business'.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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21 November 2014 PROCEDURE:
• First Check whether Articles (AOA) of the Company contain power/authorization to appoint Additional Director read with Section 161(1) of the Companies Act, 2013. {If there is no provisions in Articles of the Company then Alter the Articles of the company to have enabling clause for appointment of Additional Director.
• Second Check whether such person have DIN No. or Not. If such person doesn’t have DIN No. then Apply for DIN.
• Following documents are require from director to appointment him as additional director.
o Consent in writing to act as Director in Form DIR-2 pursuant to Rule-8 of Companies (Appointment & Qualification of Director) Rules, 2014-
o Intimation by Director in form DIR-8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he/ she is not disqualified u/s 164(2) of Companies Act, 2014.-
o Disclosure of Interest in Form MBP-1 pursuant to Section 184(1) read with Rule 9(1) of Companies (Meetings of Board and its Powers) Rules, 2014. {One thing should be noted MBP-1 should not be dated earlier than date of his/her appointment as Director}. -
However, if there is nothing to disclose on the part of new Director, even then also require to take form MBP-1 from Director. (NIL disclosure is also a disclosure under section 184(1).
After receiving all the documents from the director:-
• Call the Board Meeting.
• Pass Resolution for appointment of Additional Director.
• Issue Letter of Appointment.
• File e-form DIR-12 [Along with CTC+ Consent + Letter of Appointment)
• File e-form MGT-14[For disclosure of interest in MBP-1]
Now this person will be Additional Director Till AGM of company. If company want to appoint him as director then regularize the person as director in General Meeting by Share holder Resolution. File form DIR-12 for Change in Designation of Director along with ordinary resolution.

DRAFT SHAREHOLDER RESOLUTION

"RESOLVED THAT pursuant to the provisions of Section 161(1)of the Companies Act, 2013 and pursuant to the Articles of Association of the Company (Name of the person whose appointment is proposed) who was appointed as an Additional Director in the meeting of the Board of Directors held on (Date of Board meeting) and whose term and whose term expires at the ensuing Annual General Meeting of the company and for the appointment of whom the Company has received a notice in writing proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of directors by rotation".
"RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby severally authorized to do all the acts, deeds and things which are necessary to give effect to the above said resolution.”

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Querist : Anonymous

Querist : Anonymous (Querist)

21 November 2014 thank you...

Can company regularize additional director in extra ordinary general meeting after the AGM?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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21 November 2014 No.

Additional directors hold office only upto the date of next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.

Querist : Anonymous

Querist : Anonymous (Querist)

21 November 2014 thank you .. .. ..........................................