Regularisation of additional director

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Querist : Anonymous

Querist : Anonymous (Querist)

06 June 2014 Dear Experts,

Can we regularise an Additional Director by calling an Extra Ordinary General Meeting.

C.S. CHANDANI SARUPARIA

C.S. CHANDANI SARUPARIA (Expert)

06 June 2014 AD can be appointed in a Board Meeting by passing a Board resolution. He holds office upto date og next AGM. So u can appoint him as AD in BM and make him Director in ensuing AGM by filing Form DIR 12 for change of designation.

Querist : Anonymous

Querist : Anonymous (Querist)

06 June 2014 Thanks Chandani Ma'am for your valuable revert.

Ma'am I need to confirm whether we can regularise (as per section 160 of CA 2013) AD by calling an EGM as we have also passed a resolution in BM held on May 27, 2013, appointing that person as MD also. So in order to comply with Sec 196(4), wherein we need to file MR1 i.e Return of appointment of MD within 60 days of appointment, as we cant wait for AGM (to be held in month of Sep' 14) and then regularise him to AD and re-appoint him as MD.

Thanking you in anticipation of your helpful comments.

Sincerely.

Querist : Anonymous

Querist : Anonymous (Querist)

09 June 2014 hi Chandani Madam,

As per Companies Act, 2013 can we appoint Managing Director by convening board meeting.

C.S. CHANDANI SARUPARIA

C.S. CHANDANI SARUPARIA (Expert)

09 June 2014 As per sec 179(3) powers conferrd to Board, the BOD of comapany can appoint/ remove any KMP by passing a Board Resolution. So you can go with the appointment of MD in a Board Meeting and regularize him in General meeting later.

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C.S. CHANDANI SARUPARIA

C.S. CHANDANI SARUPARIA (Expert)

09 June 2014 As for you query relating AD.. Yes you can do it by calling an EGM before AGM

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Querist : Anonymous

Querist : Anonymous (Querist)

09 June 2014 Thanks a lot Madam for your valuable reply. Just a last query, in case of appointment of MD in Private Company, is Form M.R 1 (erstwhile Form 25C) is mandatory to be filed with ROC?

Further whether Section 196 (4) is applicable to Private Companies also.

C.S. CHANDANI SARUPARIA

C.S. CHANDANI SARUPARIA (Expert)

09 June 2014 Yes it is mandatory to file MR 1 for return of appointment of MD

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