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
I think we need to pass a resolution and then proceed further
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.
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?
Thank you so much neha mam.
Thanks a lot
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
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??
Thank u Aditya..
Dear Shraddha,
It is mendatory to file form 32 two times coz, whenever any change is made, it is required to be filed.
in this case, his designation is changing.
And Form 25c is about Return of appointment of managing director or whole time director or manager. so it is also required to be filed.
Regards.
CAclubindia
