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difference betweeb additional director and director

Mayuri Lal (officer CS) (748 Points)

06 October 2010

Dear members ,

Kindly explain me the difference between additional director and director.. is there anything like first you hav to appoint a person as a additional director first and file form 32 within 30 days ..the in the subsequent AGM and file form 32 again within 30days fro change in designation..

n will it make any difference that i appoint a person directly as a director?

Regards,

CS Mayuri Lal

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10 Replies

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 06 October 2010

A person cannot be directly appointed as Director, MD, WTD. Firstly he/she is to be appointed as additional director by passing board resolution subjecto to approval of shareholders in general meeting.

And the companyhas to file form 32 twice, for appointment as additional director and after approval in general meeting for change in designation.

Ajay Mishra (Company Secretary) (74337 Points)
Replied 06 October 2010

Dear Friend

It is not necessary to appoint any person firstly as additional director in the company. If management want to include any person in Board and any general meeting is scheduled to hold in future, then I will suggest you to appoint such person as director in accordance with provisions of section 257.

If, it is not possible then, you can appoint him as additional director and he will hold office till the date of AGM until and unless he regularize in upcoming AGM.

Regards

1 Like

Mayuri Lal (officer CS) (748 Points)
Replied 06 October 2010

replies of Mr Rakesh and Mr. Ajay seem to be contradictory...

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 06 October 2010

Ms Mayuri,

follow what Mr Ajay had said. Our Company did the thing which Mr Ajay has said in second para.

S. Satheesh Kumar (Assistant Company Secretary) (84 Points)
Replied 06 October 2010

Dear Members,

A person can be directly appointed as a director by shareholders in general meeting.

Additional director is appointed by the board and regularize him in the subsequent general meeting by shareholders.

A person can be appointed as a director in general meeting by shareholders u/s 257 of the Companies Act, 1956. In that case, you have to file Form 32.

A person can be appointed as an additional director u/s 260 of the Companies Act, 1956 by the Board of Directors and you should file form 32 within 30 days of the appointment and regularize him in the subsequent general meeting by shareholders and you should file form 32 within 30 days from the date of general meeting (for change in designation).

SUNIL KUMAR JAIN (PRACTISING COMPANY SECRETARY) (187 Points)
Replied 07 October 2010

Dear Friends,

This is just for your information that Section 257 of the Companies Act, 1956 is not applicable to a Private Company unless it is a subsidiary of a Public Company.

Regards,

Sunil K. Jain, FCS, AICWA, BAL

Practising Company Secretary,

skj13 @ rediffmail.com,9810104162

Ajay Mishra (Company Secretary) (74337 Points)
Replied 08 October 2010

Dear Sir,

There are many section in the Companies Act, 1956 which are not applicable to private limited company, but as a good corporate practice we followe the procedure of the Act and our articles to comply the procedure.

In case of appointment of director, the company has two option appoint a person as director, the first is Board meeting and the second is general meeting. it will depend on the company which option they will opt.

Regards

DhiraJ GuptA (Accountant Internal Audit) (27 Points)
Replied 22 June 2012

Dear Sir,

we are appointed two director in private limited company together and filed accordingly form 32

seperately in Board of directors meeting, this process is correct or wrong?

(Guest)

Originally posted by : DhiraJ GuptA
	Dear Sir, we are appointed two director in private limited company together and filed accordingly form 32 seperately in Board of directors meeting, this process is correct or wrong?