Regularisation of additional director in private company

This query is : Resolved

Manish (Querist)
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28 February 2014 Ours is a private limited company. we have appointed two additional directors on 1.2.2014. Now my query is :-

Whether we can regularise these directors by calling an EGM. The articles of association just mentions about the appointment of additional director but nothing is mentioned as regards to the regularisation of these additional directors.

Please also provide necessary steps and resolutions.

Thanks

CS Adnan Shaikh

CS Adnan Shaikh (Expert)
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01 March 2014 Yes, you may regularize them by calling an EGM. Please follow the below procedure:

1) Call a Board meeting for calling an EGM.
2) Conduct an EGM and pass an ordinary resolution for regularizing the additional directors.
3) File Form 32 for change in designation of the directors.

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CS Adnan Shaikh

CS Adnan Shaikh (Expert)
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01 March 2014 Sample format or resolution to be passed in EGM:

“RESOLVED THAT pursuant to provision of Section 161 the Companies Act, 2013, (name of Director), who was appointed as an Additional Director with effect from (date of original appointment) on the Board of the Company, be and is hereby appointed as the Director of the Company.”

“RESOLVED FURTHER THAT (name of Director), Director of the Company be and is hereby authorized to file necessary Form 32 with the Registrar of Companies in this regard.”

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