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Director or additional director

Ashwin (Information Seeker) (155 Points)

25 August 2012

Dear All,

i have a query that, in how many conditions a Director can be appointed appointed as a Director as such and there is no requirement to appoint him as additional director.

secondly, we also want to appoint a new director as WTD in our company is it possible to appoint him as WTD instantly or should i go for his appointment as additional director first regularise him and then pass resolution of appointing his as WTD.

Please clarify.

Regards

Ashwin

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14 Replies

Sri Harsha (student) (53 Points)
Replied 25 August 2012

I think we need to pass a resolution and then proceed further

(Guest)

1. Director can be appointed as additional director in board meeting.

Director can not be appointed as director in board meeting.

He can be appointed as director in general meeting (Annual general meeting or extra ordinary general meeting)

2. For appointing a fresher as WTD, first appoint him as additional director in board meeting and file form 32. After that there is no need to wait for AGM and regularise him. You can convene an extra ordinary general meeting and appoint him as WTD and file form 32 and 23. In case it is public limited company you will also have to file form 25C.

Thanks and Regards,

Neha Jain

3 Like

sangram ghatge (company secretary in practice) (198 Points)
Replied 25 August 2012

you can appoint a fresher as additional director in board meeting and in that same meeting u can appoint him as WTD, without waiting to regularise him.

1 Like

Tanveer Md Masood (Indispensable) (361 Points)
Replied 25 August 2012

DEAR ASHWIN, SEC.260 STATES THAT NOTHING IN THE ARTICLES CAN PREVENT THE APPOINTMENT OF ADDITIONAL DIRECTOR AT THE AGM OF THE COMPANY WHO WOULD HOLD OFFICE TILL THE NEXT OF AGM OF THE COMPANY. I AM REALLY NOT SURE AS TO WHETHER FOR FRESHER APPOINTMENT AS A WHOLE TIME DIRECTOR REQUIRES HIM TO BECOME ADDITINAL DIRECTOR FIRST. WHOLE TIME DIRECTOR BASICALLY IS A MEMBER OF THE BOARD OF DIRECTORS WHO WORK IN CLOSE COORDINATION WITH THEM. REGARDS, TANVEER.

Tejal (CS) (123 Points)
Replied 07 September 2012

Dear Sir/Madam,

Even i am facing the same problem. I really need a help.

Can we directly appoint Director in Annual General Meeting before appointing him as an Additional Director?

(Guest)

Dear Tejal,

Yes, We can directly appoint Director in Annual General Meeting before appointing him as an Additional Director.

With Regards

Neha

Tejal (CS) (123 Points)
Replied 07 September 2012

Thank you so much neha mam.

(Guest)

Dear Tejal,

Here is the draft resolution for appt of director in AGM -

“RESOLVED THAT pursuant to Section 255 and Articles of Association o the Company, Mr. ____________________ be and is hereby appointed as Director of the Company with immediate effect.

RESOLVED FURTHER THAT the Directors of the Company be and are hereby severally authorised to file the requisites forms with the Registrar of Companies and take all necessary steps for implementing the above resolution.”

1 Like

Tejal (CS) (123 Points)
Replied 07 September 2012

Thanks a lot

Aditya Soni (CS Final Student Trainee) (727 Points)
Replied 07 September 2012

Dear Tejal,

Simply follow the steps:

1. consult the Articles of Association of your company to see whether they authorize the Board of Directors to appoint additional directors [Section 260];

2. In the case of a public company or its subsidiary, see that the written consent of the person to be appointed as an additional director is filed with the company. There is no prescribed form for the same. This formality shall, however, be not necessary where he, immediately before such appointment, was already a director of the company.

3. Convene a Board Meeting after giving notice to all directors of the company as per section 286 and pass a resolution and appoint the additional director to hold office only up to the date of the next Annual General Meeting.

4. See that such director notifies about his appointment to other companies in which he is a director, managing director, manager or secretary within twenty days.

5. File Form No.32 within thirty days of his appointment with the concerned Registrar of companies [Section 303(2)] after paying the requisite fee prescribed under Schedule X to the Companies Act, 1956

6. pass resolution for appointment of the whole time director & in fix up the date, time, place and agenda for calling a general Meeting.

7. Issue notices at least twenty one days before the date of the meeting with suitable Explanatory Statement and hold the General Meeting, and pass the Ordinary Resolution.

8. File Form No.32 in with the concerned Registrar of companies within thirty days of the appointment, after paying the requisite fee as prescribed under Schedule X to the companies Act, 1956.

9. Make necessary entries in the Register of Directors’ Particulars etc.

10. File Form 25C within 90 days of appointment.

Regards,

Aditya

Shraddha Gupta (chartered accountant) (74 Points)
Replied 23 September 2012

Aditya i have a doubt about your point no 5 & 8....whether Form 32 is required to be filed two times???? Once when he is appointed as additional director & again when the same person is appointed as normal director in general meeting???

& just want to clear my doubt about Form 25C, Is it required to file when there is a modification in terms of remuneration or even if additional director is appointed as normal director at same remuneration??