Additional Director not regularized in AGM

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Sachin Kumar (Querist)
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27 May 2022 In a private company there are 2 directors.
One Person was appointed as an additional director in 2018 and another was appointed as an additional director in 2020 but they were not regularised in the respective AGMs.
What should be done now ?

Aashok Kumar Sharma online

Aashok Kumar Sharma

(Expert)
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06 July 2024 In the case where additional directors were appointed but not regularized in the respective Annual General Meetings (AGMs), here’s what should be done to ensure compliance with the Companies Act, 2013:

1. **Regularization of Additional Directors:**
- The first step is to regularize the appointments of the additional directors by passing resolutions in the upcoming AGMs of the company.
- According to the Companies Act, 2013, the appointment of additional directors needs to be regularized by the shareholders at the earliest AGM. Since this was not done in the AGMs following their appointments, it needs to be rectified at the next available opportunity.

2. **Convene AGM:**
- Ensure that the company convenes its Annual General Meeting (AGM) as per the schedule and complies with all the requirements for conducting the meeting.
- At the AGM, a resolution should be passed for the regular appointment of the directors who were earlier appointed as additional directors.

3. **Filing of DIR-12:**
- After the resolutions are passed in the AGM for the regular appointment of directors, file Form DIR-12 with the Registrar of Companies (ROC) within the prescribed timeline.
- Form DIR-12 is used for informing the ROC about changes in directorship, including appointments and cessations.

4. **Consequences of Non-Compliance:**
- Non-regularization of directors can lead to non-compliance with the provisions of the Companies Act, 2013.
- It’s important to rectify this non-compliance at the earliest to avoid any penalties or legal issues that could arise from the non-compliance.

5. **Documentation and Compliance Check:**
- Ensure all necessary documentation, such as board resolutions, minutes of meetings, and Form DIR-12, are prepared accurately and filed with the ROC.
- Conduct a compliance check to ensure that all other statutory filings related to directorship and AGMs are up to date.

By following these steps, the company can rectify the non-compliance of not regularizing the additional directors at the respective AGMs and ensure that all directorial appointments are in line with legal requirements under the Companies Act, 2013. If there are any specific local regulations or additional requirements, consulting with a legal professional or company secretary would be advisable.

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