Appointment ofwtd

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

27 April 2013 In a company re-appoinment of WTD & Chairman was done in the year 2008, through an agreement between directors & company ,and in baord meeting .All the required forms were filled with roc but the matter was not put for the shareholders approval. And the fault was discover in the year 2013,whatcan we do in this matter, is there any way to ratify this? please help as its urgent matter.

Querist : Anonymous

Querist : Anonymous (Querist)

28 April 2013 experts can u help in this matter

Asha Kanta Sharma

Asha Kanta Sharma (Expert)
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14 July 2024 In the scenario where the re-appointment of Whole-Time Director (WTD) and Chairman was done in 2008 without obtaining shareholder approval, and this error has been discovered in 2013, there are steps you can take to rectify and regularize the situation. Here’s how you can approach this matter:

### Steps to Rectify the Situation:

1. **Conduct a Board Meeting:**
- Convene a Board meeting to discuss the issue and acknowledge the oversight in not obtaining shareholder approval for the re-appointments.

2. **Assess the Validity of Appointments:**
- Review the terms of the agreement and board resolutions passed in 2008.
- Determine if the re-appointments were validly made as per the Articles of Association (AoA) and the Companies Act, 1956 or 2013.

3. **Seek Legal Advice:**
- Consult with a corporate lawyer or legal advisor to assess the legal implications of the oversight.
- Determine the best course of action to rectify the situation while ensuring compliance with regulatory requirements.

4. **Ratification by Shareholders:**
- Prepare a resolution to ratify the appointments of the WTD and Chairman retrospectively.
- Place this resolution before the shareholders in an Extraordinary General Meeting (EGM).
- Obtain approval from the shareholders by passing a special resolution (if required) or an ordinary resolution, depending on the specific circumstances.

5. **File Necessary Forms with ROC:**
- After obtaining shareholder approval, file the necessary forms (such as DIR-12 for changes in directorship) with the Registrar of Companies (ROC).
- Ensure all filings are up-to-date and comply with statutory timelines.

6. **Document the Process:**
- Maintain comprehensive records of the board meetings, resolutions passed, and shareholder approvals obtained.
- Update the company’s registers and records to reflect the corrected appointments.

### Importance of Compliance:

- It’s crucial to rectify such compliance issues promptly to avoid potential penalties or legal challenges.
- Adhering to corporate governance norms strengthens the company’s credibility and ensures transparency in operations.

### Conclusion:

By acknowledging the oversight, conducting the necessary board and shareholder meetings, obtaining retrospective approval, and filing the required forms with the ROC, you can rectify the situation effectively. Consulting with legal experts will provide you with tailored guidance based on the specific circumstances of your company.

If the matter is urgent, prioritize scheduling the board and shareholder meetings to address and resolve the issue promptly.

Best regards,

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