Additional director

Hi Shraddha

Please note that aaditional directors are appointed by the BOD in the BM by passing ordinary resolution. As such, no Form 23 is required to be filed. You just need to file form 32 with the RoC.

Regards

Swati

okk...but if the additional director is appointed as normal director in GM by passing resolution then???

Additional Director can only be appointed in Board Meeting, it is the exclusive power of Board to appoint Additional Director under section 260 of the Act.


For appointment of Additional Director only form 32 is to be filed.

Under section 192 only for the appointment of Managing Director the resolution is required to be registered by filing form 32.

No need to file form 23

Form 32 would suffice the purpose

If the additional director appointed by Board is normalised as an ordinary director in AGM or EGMby members  then Form 32 is also required to be filed.

Regards,

that means Co. has to file Form 32 two times i.e. Once when the person is appointed as Additional director & again when same person is normalised as ordinary director???

Exactly, second form will be for change in designation from additional director to director w.e.f. the date of general meeting.

What about Form 25C???? I have to file that also??

No, 25C is return of appointment which is to be filed within 90 days of the date of appointment of WTD / MD and to be filed at the time of appointment only.

Further, after that even if you change the terms of appointment, form 25C need not to be filed.

Thank you so much Ankur for solving my queries...Further can u pls explain me section 192(4) in simple words..i.e. in which cases Form 23 is required to be filed??

Dear Shraddha ji,

Under Section 192(4) a copy of resolution together with the copy of explanatory statements are required to be registered in respect of following resolutions:

1. Special Resolution;

2. Any resolution which is specifally required to be approved by all the shareholders;

3. Any resolution whether, Ordinary, Special or Board Resolution relating to appointment, reappointment or variation in terms of the Managing Director;

4. Resolution passed by any class of members by a specific majority or in some specific manner and all such resolutions which effectively bind all the members of any class though not agree to by all those members.

5. Ordinary Resolutions passed under section 293(1)(a) to (e), resolutions for the appointment of sole selling agent, resolution for voluntary winding up, terms of sole selling agents.

Above resolution are reqruied to be registered with ROC by filing form 23 withing 30 days from the date of resolution.

There is no need to file Form 23 in case of appointment, reappointment or variation in terms  of Managing Director is by passing Ordinary Resolution at General Meeting,  only in case where  Borad Resolution or Special Resolution at General meeting is passed then Form 23 is required to be filed.

Agree with Ms. Smriti... Thanks for the Correction.

Point no. 3 above shall read as under:

3. Any resolution of Board relating to appointment, reappointment or variation in terms of the Managing Director;

Under Section 192(4) a copy of resolution together with the copy of explanatory statements are required to be registered in respect of following resolutions:

1. Special Resolution;

2. Any resolution which is specifically required to be approved by all the shareholders;

3. Any resolution of Board relating to appointment, reappointment or variation in terms of the Managing Director;

4. Resolution passed by any class of members by a specific majority or in some specific manner and all such resolutions which effectively bind all the members of any class though not agree to by all those members.

5. Ordinary Resolutions passed under section 293(1)(a) to (e), resolutions for the appointment of sole selling agent, resolution for voluntary winding up, terms of sole selling agents.

Above resolution are reqruired to be registered with ROC under section 192(4) by filing form 23 within 30 days from the date of resolution.