Additonal director appointed in Board meeting

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SURABHI GUPTA (Querist)
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06 December 2019 In pvt ltd co. an Additional director was appointed in board meeting ..now at AGM such director is to be appointed as director of of company..E FORM DIR 12 is to be filled..what should be reason for ..." Change of desgination " or Appointment of Director " ?

Devershi Gupta

Devershi Gupta (Expert)
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07 December 2019 If Articles of the respective Company so authorize, an additional director can be appointed in a Board Meeting only till the date of General Meeting. In the General Meeting, members of the Company can regularize his appointment by way of Ordinary Resolution. This Resolution shall be filed in Form DIR-12 along with other attachments.
This DIR-12 is not filed for a new appointment but for change in designation of that director.

Practical Point: If you file Dir-12 for new appointment, the master data of the Company will show that director's details twice.

SURABHI GUPTA

SURABHI GUPTA (Querist)
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07 December 2019 THANK U FOR REPLY...HERE attachment should be only Resolution passed in AGM for appointment ?

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Devershi Gupta

Devershi Gupta (Expert)
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09 December 2019 As per provision of the Law only resolution is sufficient.
But in practice, you should check the language of consent of the director given for appointment as additional director. If such director in his consent states he is giving consent to be appointed as additional director or any similar wordings, it would be better to get his consent again and file it with the DIR-12

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