Additional Director

1. No there is no problem as far as independent, executive or non-executive director is concerned.

2. Procedure for regularisation---you have to re-appoint him in the next AGM through passing an ordinary resolution of shareholders. File form 32 within 30 days of AGM for change in designation.

3. Yes form 32 is necessary in case of pvt. Co. Private companies r not exempt from filing of form 32.

Thanks

Hi

In a private limited company not compulsory to have independent director.

In case of regularization of additional director, I will suggest you to regularize such director in any general meeting before AGM and file Form 32 for change in position of director with ROC within 30 days from the date of regularization.

Regards

Hi Mr. Ajay,

With due respect to your answer, I have one doubt. As far as I have read in Law book, additional director shall hold office only upto the date of next AGM. Hence, in case of regularisation of him, AGM is relevant.

You have told in your answer that in EGM before the AGM, such additional director needs to be regularised. IS IT POSSIBLE?

Dear Mr.Yogesh

Section 260 defines the maximum tenure of additional director upto the AGM. So if you want to regularise such additional director, there is no need to go till AGM, you can regularise him in any general meting and  Companies Act does not impose any restriction for opting this practicing.

I will also suggest you to regularise your additional director in any general meeting hold before AGM and in any case no general meeting is going to be held between two AGM then regularise such director on AGM.

Regards

Originally posted by : Yogesh Shah
	Hi Mr. Ajay,   With due respect to your answer, I have one doubt. As far as I have read in Law book, additional director shall hold office only upto the date of next AGM. Hence, in case of regularisation of him, AGM is relevant.   You have told in your answer that in EGM before the AGM, such additional director needs to be regularised. IS IT POSSIBLE?

Dear Sir there is no doubt about the observation of Mr. Ajay. Reason being section 260 is all about AGM and fixing the maximum tenure of additional director.

However for regularisation of additional director we have to follow section 257 which is all about appointment in GM and doesn’t restrict itself to any AGM or EGM.

So if you appoint or regularize additional director in an EGM u/s 257 before AGM the same would be in compliance with section 260 and 257. Remember section 260 is just fixing the maximum tenure of additional director and doesn’t restrict an early regularisaton in a GM.

Hope this would be enough for removal of all your doubts

Thanks

Yes ... I got it. Now, no doubt.

Thanks to both seniors.

1. No there is no problem as far as independent, executive or non-executive director is concerned.

2. Procedure for regularisation---you have to re-appoint him in the next AGM through passing an ordinary resolution of shareholders. File form 32 within 30 days of AGM for change in designation.

3. Yes form 32 is necessary in case of pvt. Co. Private companies r not exempt from filing of form 32.