Regularisation of additional director

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Pooja (Querist)
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03 September 2012 Dear Experts,

In a limited company, there were two persons appointed as additional directors in the months December 2011 and April 2012. So may I know the procedure to get them regularise as director. There are two directors before in the company. both are executive directors, and its failing to comply the provision of minimum no. of directors in a limited co which is 3.

Please help me to rectify this mistake.

Ajay Mishra

Ajay Mishra (Expert)
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03 September 2012 Hi

Pooja, can you confirm that at this time how many directors your company have.

Pooja

Pooja (Querist)
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04 September 2012 there are only two directors presently in the co. and the rest 2 are additional directors.

Ajay Mishra

Ajay Mishra (Expert)
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04 September 2012 It means you have four directors in the company. Additional will also be count as directors.

Pooja

Pooja (Querist)
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04 September 2012 ok..thanku sir for ur quick reply....
so additional directors will be count..
and now i can get them regularize in forthcoming AGM?? right?? there is no default in the total strength??

Best Regards

Ajay Mishra

Ajay Mishra (Expert)
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04 September 2012 Hi

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.

Ajay Mishra

Ajay Mishra (Expert)
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04 September 2012 Hi

no default in strength of Board.

Ajay Mishra

Ajay Mishra (Expert)
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04 September 2012 Hi

Please find draft Board resolution for regularisation of additional 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.”

Pooja

Pooja (Querist)
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04 September 2012

Thanku so much sir..

Best Regards
Pooja

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