12 September 2007
An Additional Director was appointed in 2005 to hold office till next AGM (i.e. till Sept-06). He continued with the company till date and his continuation was not informed to RoC.
My query is: 1. Whether he is called as Additional Director to date? 2. Whether RoC be notified about his continuance now? 3. As he wants to resign now, under what capacity he should resign? 4. Does he need to obtain DIN/DSC and do role check at MCA to resign? 5. Is he automatically resigned from his portfolio after the conclusion of next AGM?
12 September 2007
SEC 260 OF COMPANIES ACT DEALING WITH ADDL. DIRECTOR STIPULATES THAT AN ADDL. DIRECTOR HOLDS OFFICE TILL THE NEXT AGM. UNLESS APPOINTED BY THE AGM AGAIN ,HE CEASED TO BE A DIRECTOR. SO IN YOUR CASE HE IS NO MORE A DIRECTOR. AND CEASED WEF THE DATE OF AGM WHERE HE WAS SUPPOSED TO BE APPOINTED.HE CANNOT RESIGN NOW AS HE IS NOT A DIRECTOR. THE RIGHT COURSE OF ACTION IS TO FILE FORM 32 NOW.ADDITIONAL FEES WILL BE CALCULATED FROM THE DUE DATE OF FILING THE FORM( SAY 30 TH OCT 2006,ASSUMING AGM HELD ON 30 TH SEPT TILL DATE OF ACTUAL FILING SAY 15 TH SEPT 2007) IF IT IS A DELAY OF 7 TO 12 MONTHS YOU NEED TO PAY NOW NORMAL FEES PLUS 6 TIMES AS ADDL. FEES. WITHOUT DIN YOU CANNOT FILE FROM 32 . C.A.R.V.RAO
12 September 2007
Thanks Mr. Rao. One more info, the said Addl. Director continues after the AGM, then will he designated as Additional Director or Director?
In this case, the Addl director continued the authority of signing the banking transations/cheques till date.
Is there any provision for authorizing any person (other than the board of directors) to sign the banking transaction on behalf of the company? Can a BR be passed accordingly in a BM?
Lastly, if this additional director wants to resign then under what capacity he should resign - Additional Director (as appointed in 2005) or promoted as Director (if so in the next AGM)?
Thanks for the prompt and professional response. I appreciate the same.
13 September 2007
AS PER SECTION 260 THE DIRECTOR RETIRES UNLESS REAPPOINTED. IF THE AGM REAPPOINTS HIM HE WILL BE A REGULAR DIRECTOR AND AFTER SUCH REAPPOINTMENT YOU HAVE TO FILE FORM 32.
CHEQUES SIGNING AUTHORITY IS AN AUTHORITY GIVEN BY THE BOARD AND CAN BE REVOKED AT ANY TIME. UNTIL IT IS REVOKED THE BANK IS RIGHT IN HONOURING HIS SIGNATURE.
THE BOARD CAN AUTHORISE ANY ONE IN DUE COURSE FOR OPERATING A BANKING ACCOUNT FOR AND ON BEHALF OF THE COMPANY. IN SUCH A CASE AGENCY LAW WILL BE APPLICABLE.
01 October 2007
In case he is not re-apppointed in the subsequent AGM of his appointment as Additional Director, he will vacate the office on the date of AGM and no question of resigantion arises.
In case he is re-appointed in AGM then he should resign as Director and not as Additional Director.
CAclubindia
