Is it necessary to change additional director as director

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palanivel (Querist)
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03 December 2012 Dear Sir,

My Client is a private limited company having two directors. Now we have appointed two directors appionted as additional directors through Form 32.

Now question is two additional directors leave it as additional directors or is it must to change as directors?

in case change as directors... how can chang?

Please reply

Palanivel.A

Ajay Mishra

Ajay Mishra (Expert)
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03 December 2012 Hi

Yes, it is not necessary to reappoint/regularise him as director of the company. The provisions of section 257 is not apply to private limited company.

But if you want to appoint him as director at AGM follow the provision of section 257 of the Companies Act, 1956.

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Ajay Mishra

Ajay Mishra (Expert)
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03 December 2012
Procedure for Regularisation of Additional Directors.

1. Call a Board Meeting for proposal of regularization of director
2. Hold a Board Meeting and call general meeting.
3. Hold a General Meeting for passing of resolution under section 257 to regularize the additional director.
4. File Form-32, with ROC, of change in position of director attach certified copy of shareholders meeting.
5. Take entry in Minutes.

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Ajay Mishra

Ajay Mishra (Expert)
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03 December 2012 Board Resolution for regularisation of director:

CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

"RESOLVED THAT pursuant to the provisions of Section 257 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 1956, and subject to the approval of shareholders in general meeting, (Name of the person whose appointment is proposed) who was appointed as an Additional Director in the meeting of the Board of Directors held on (Date of Board meeting) whose term expires at the ensuing Annual General Meeting of the company and for the appointment of whom the Company has received a notice in writing proposing his candidature for the office of the Director be and is hereby appointed as a Director of the Company whose period of office will be liable to determination by retirement of directors by rotation."

"RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby severally authorized to do all the acts, deeds and things which are necessary to give effect to the above said resolution.”

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