Sample resoltion for regularisation of Additional Director

SAMPLE RESOLUTION FOR REGULARISATION FOR REGULARISATION OF ADDITIONAL DIRECTOR

“RESOLVED THAT Ms. Sneha Bagla, who was appointed as an Additional Director with effect from December 10, 2009 on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and Article 161 of Article of Association of the Company and who holds office up to the date of this Annual General Meeting, and in respect of whom a notice has been received from a Member in writing, under Section 257 of the Companies Act, 1956, proposing her candidature for the office of a Director, be and is hereby appointed as a director of the company.”

EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956

ITEM NO. ______

Ms. Sneha Bagla was appointed as an Additional Director by the Board of Director w.e.f. December 10, 2009 in accordance with the provisions of Section 260 of the Companies Act, 1956 and Article 161 of Article of Association of the Company.

Pursuant to Section 260 of the Companies Act, 1956 the above director holds office up to the date of the ensuing Annual General Meeting. In this regard the Company has received request in writing from a member of the company proposing her candidature for appointment as Director of the Company in accordance with the provisions of Section 257 and all other applicable provisions of the Companies Act, 1956.

The Board feels that presence of Ms. Sneha Bagla on the Board is desirable and would be beneficial to the company and hence recommend resolution No. ____ for adoption.

None of the Directors, except Ms. Sneha Bagla is concerned or interested in this resolution.

The Board recommends resolutions under Item No. _____ to be passed as ordinary resolution.

thanx sir. really a very useful post for me.

Sir,

Kindly let me know whether Additional Director is retiring or vacating the office at the ensuing AGM.

Because if he is retiring, appointing him as regular director will be ordinary business.

And one more question is that Additional Director of a Private Company is liable to retire at AGM. (Just for Clarification)

Originally posted by : BHARATH SRIVATSAN
	Sir, Kindly let me know whether Additional Director is retiring or vacating the office at the ensuing AGM. Because if he is retiring, appointing him as regular director will be ordinary business. And one more question is that Additional Director of a Private Company is liable to retire at AGM. (Just for Clarification)

Dear Bharath,

Additional Director holds office only upto the date of next Annual General Meeting. Therefore, it is necessary to regularise him on or before AGM. If he is not regularised, he would not remain director of the company from the date of AGM.

Secondly, under companies act there are only 4 Ordinary Business, except them all the business to be transacted in any general meeting are special business. Although, it requires Ordinary Resolution.

Under section 173(1)

In case of annual general meeting, all business to be transacted at the meeting shall be deemed to be special businiesses, except relating to:

(i) the consideration of the accounts, balance sheet and the reports to the board of directors nd auditors;

(ii) the declaration of a dividend;

(iii) the appointment of directors in the place of those retiring, and

(iv) the appointment of, and the fixing of the remuneration of the auditors.

Further, to clear your doubt....

The regularisation of Additional Director does not comes above clause (iii) it is for retirement of directors by rotation.

Additional Director holds the office only upto the date of next AGM and thereafter he vacates the Office.  So there is no question of reappointment or reelection of such Additional Director as Director in the AGM. 

He is however entitled to stand for  Directorship by following the procedure mentioned in Section 257 i.e. serving a notice to the company of his intention to stand for directorship 14 days before the meeting and depositing a sum of Rs.500/- with the company.  In the General Meeting (special business), only when the members pass a resolution  appointing him as a Director,  he becomes a  Director of the Company.

Agree with Ms. Jaishree's view and wish to add the following:

Pursuant to provisions of Section 257(2), the provisions of Section 257(1) is not applicable to a private company, unless it is a subsidiary of a public company. Accordingly, a private company need not has to follow the procedure laid down under section 257(1).

Best Regards

CS Ashwini Kumar

Additional Director holds the office only upto the date of next AGM in which he is appointed and thereafter he vacates.

It will be a special business to appoint or regularize him.

Regards

Hi All,

Thanks for ur replies..