Dir -12
This query is : Resolved
12 June 2015
In AGM Notice for F.Y .2011-12 there is neither a mention of Regulirasation of Director nor Appointment of Director but there is all three Additional Director whose office ceassage from 30.9.11 what remedy available in F.Y. 2014-15 for rugulrisation of 1 Director
20 June 2015
Please Reply your honour
21 July 2024
If there was a situation where an additional director's office ceased on 30.9.11, and there was no mention of regularization or appointment of directors in the AGM notice for the financial year 2011-12, the remedy available in FY 2014-15 for regularization of a director would typically involve the following steps:
1. **Appointment and Regularization Resolution:** The company would need to pass a resolution in a General Meeting to appoint the director retrospectively from the date their office ceased, which is 30.9.11 in this case. This resolution should specifically mention the regularization of the director and the effective date of appointment.
2. **Filing with Registrar of Companies (RoC):** After passing the resolution, the company needs to file the necessary forms with the RoC to update the director's appointment and regularization. Typically, this involves filing Form DIR-12 for appointment of directors along with the necessary attachments and fees.
3. **Compliance with Companies Act, 2013:** Ensure that all provisions of the Companies Act, 2013 (or relevant legislation applicable at the time) are complied with regarding director appointments, resolutions, and filings with the RoC.
4. **Board Resolution:** Alongside the General Meeting resolution, a board resolution should also be passed to record the appointment and regularization of the director. This helps maintain internal compliance records.
5. **Documentation:** Maintain proper documentation including minutes of the General Meeting, board resolution, and any other relevant documents related to the appointment and regularization of the director.
6. **Legal Advice:** It's advisable to seek legal advice to ensure all regulatory requirements are met and to avoid any complications or penalties.
In summary, the remedy involves retroactively appointing and regularizing the director through a resolution passed in a General Meeting and subsequent filings with the RoC. This process allows the company to rectify any past non-compliance regarding director appointments.
1. **Appointment and Regularization Resolution:** The company would need to pass a resolution in a General Meeting to appoint the director retrospectively from the date their office ceased, which is 30.9.11 in this case. This resolution should specifically mention the regularization of the director and the effective date of appointment.
2. **Filing with Registrar of Companies (RoC):** After passing the resolution, the company needs to file the necessary forms with the RoC to update the director's appointment and regularization. Typically, this involves filing Form DIR-12 for appointment of directors along with the necessary attachments and fees.
3. **Compliance with Companies Act, 2013:** Ensure that all provisions of the Companies Act, 2013 (or relevant legislation applicable at the time) are complied with regarding director appointments, resolutions, and filings with the RoC.
4. **Board Resolution:** Alongside the General Meeting resolution, a board resolution should also be passed to record the appointment and regularization of the director. This helps maintain internal compliance records.
5. **Documentation:** Maintain proper documentation including minutes of the General Meeting, board resolution, and any other relevant documents related to the appointment and regularization of the director.
6. **Legal Advice:** It's advisable to seek legal advice to ensure all regulatory requirements are met and to avoid any complications or penalties.
In summary, the remedy involves retroactively appointing and regularizing the director through a resolution passed in a General Meeting and subsequent filings with the RoC. This process allows the company to rectify any past non-compliance regarding director appointments.
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