Additional director

This query is : Open

Querist : Anonymous

Querist : Anonymous (Querist)

26 October 2013 Dear All,

I would like to know that in the AGM, when the company is regularizing the additional director to regular director; can the company make him as director not liable to retire for rotation (permanent).
The director does not own any shares. The company is a private Ltd company.
Filing form 32 will be sufficient or any other documents are required.?
Whether Special Notice is required?

Kindly Help

Ankur Garg

Ankur Garg (Expert)
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26 October 2013 Please note:

1. In a private company provision related to rotational director are not applicable. Hence you are not required to make director a non-rotational director by passing resolution. In a private company director is automatically a non-rotational director.
2. Simply file form 32 for change in designation. No need to attach anything with form 32.

Thanks
Ankur Garg

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Ajay Mishra

Ajay Mishra (Expert)
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26 October 2013 The provision of section 255 and 256 dealing with regularisation of director is not applicable to private limited company unless it is subsidiary of public company.

So when you regularise your additional director you only pass a simple resolution and no need to mention that director will be liable to retire by rotation.

Ajay Mishra

Ajay Mishra (Expert)
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26 October 2013
Procedure for Regularisation of Additional Directors.

1. Call a Board Meeting for proposal of regularization of director
2. Hold a Board Meeting and call general meeting.
3. Hold a General Meeting for passing of resolution under section 257 to regularize the additional director.
4. File Form-32, with ROC, of change in position of director attach certified copy of shareholders meeting with in 30 days of appointment.
5. Take entry in Minutes.

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Ankur Garg

Ankur Garg (Expert)
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26 October 2013 Further in a private company, there is no need to take the route of additional director for appointing a new director.

Simply call a general meeting in terms of section 255(2) and appoint a director. Reason being provision of section 257 related to regularization of director are also not applicable to a private company.

Querist : Anonymous

Querist : Anonymous (Querist)

28 October 2013 dear sir,

since the new companies act 2013 is been notified, whether the comapany has to take the deposit of Rs. 100,000 for director nomination and then proceed or what can be done.
Date of notice - 02/09/2013 (Notice sent on same day)
Date of Agm - 26/09/2013

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