Regularisation of additional directors

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This query is : Resolved

CA CS Nataraju.S (Querist)

20 January 2011 One company is taken over(100%) by other company, while tranfering, transferor company appointed two directors of transferee company as 'Additional Director' after some time the Transferor company directors resigned. so that only additional directors are remaining in the Board, their term of office will expire on the date of next AGM, at the AGM they are not directors. what are all the methods available to regularise the Additional Directors, before the date of AGM.

Aditya Maheshwari

Aditya Maheshwari (Expert)

20 January 2011 similar query replied here
https://www.caclubindia.com/experts/directors-570965.asp

Regularization can be done in a general meeting only.

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CA CS Nataraju.S

CA CS Nataraju.S (Querist)

20 January 2011 Sorry Mr.Aditya Maheshwari. my question is "on the date of AGM there will not be any directors, because the additional directors can hold office up to the date of AGM & will retire automatically".

Jayashree S Iyer

Jayashree S Iyer (Expert)

20 January 2011 Hold EGM before the AGM and regularise the additional directors as Directors.

Aditya Maheshwari

Aditya Maheshwari (Expert)

20 January 2011 Additional directors hold post till the conclusion of the AGM. So u have directors as on the date of AGM and u can pass resolution for regularisation of the director.

CA CS Nataraju.S

CA CS Nataraju.S (Querist)

20 January 2011 As per Section 260 of Companies Act, 1956 Additional Directors shall hold office only up to the date of the next AGM of the Company. please go through the Sec-260.

udit sharma

udit sharma (Expert)

20 January 2011 Convene an EGM and pass an Ordinary Resolution to regularize the Additional Directors.

God Bless

CS Udit Sharma

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Jayashree S Iyer

Jayashree S Iyer (Expert)

21 January 2011 What Aditya says is right. The additional directors hold office upto the date of AGM (including the date of AGM). On the date of AGM, they are the directors of the Company. Only after the AGM date they cease to be the directors. Hence they can be regularised in the AGM by passing an ordinary resolution.

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CA CS Nataraju.S

CA CS Nataraju.S (Querist)

25 January 2011 Dear Jayashree S Iyer, thanks for replying my quirey, but your answer is not correct, Sec 260 of Companies Act,1956. specifically says that the term of office office of Additional Director is Upto the AGM date. please gothrough the section once.

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