Appointing additional director as an director

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ashish pandit (Querist)
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10 December 2012 sir please tell me the process for convertin additional diretcor of a private limited company as an whole time director

CA ASHISH GUPTA

CA ASHISH GUPTA (Expert)
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10 December 2012 The tenure of additional director is till conclusion of next AGM...the director automatically removed from the position if no resolution is being passed by AGM regarding regularization of director....
If you want to convert additional director to WTD..then you may convert by passing a resolution in AGM or in EGM
not forget to include the special business in notice...

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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10 December 2012 1) Additional director hold office upto the date of the next AGM and not at the conclusion of next AGM.
Ref:- proviso to section 260 of the Companies Act,1956.

2) Regularization of Addl. Director is a 'special business' and an 'ordinary resolution' will suffice if Articles of Association of the company do not provide otherwise.

Ajay Mishra

Ajay Mishra (Expert)
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10 December 2012 Hi

Agreed with experts.

Procedure for Appointment of WTD and Regularisation of Additional Directors.

1. Call a Board Meeting for proposal of appointment of WTD and regularization of additional director.
2. Hold a Board Meeting for above purpose and call general meeting.
3. File Form-25C within 90 days from the date of appointment and Form-32 for change in Position as WTD.

4. Hold a General Meeting for passing of resolution under section 257 to regularize the additional director and appointment of WTD.
5. File Form-32, with ROC, of change in position of director attach certified copy of shareholders meeting. (you only mentioned in Form-32 as change in Position and designation will be WTD).
6. Take entry in Minutes.

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