26 November 2016
A Private company appointed a additional director in January 2009 and missed to regularised him in AGM 2009 and till date he is showing as Additional director and also signing balance sheet and director report.
What we can do to regularise him whether we can regularise him in current AGM or we have to regularise him from 2009?
What are the consequences and what are the remedies.
The articles of a company may confer on its Board of Directors the power to appoint any person, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier.
As per mention in Section 161 The said Director automaticaly vacanted on or after the date of last Agm.
Effect :- -------- 1. All act are done by that Director are voidable.
solution :- 1. Pass Board Resoultion For convene EGM IN BOARD MEETING 2..send notice to all member of comapny 3. Pass Ordinary Resolution to appoint that Director as Regulize director. 4. File form DIR-12 WITH panelty from 2009 to till date. 5. Pass Special Resolution for sanstion all act done by that director.
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