Regularisation of Additional Director

Dear Friend

1. The period of additional director will be from mid 2008 till AGM date, unless you are not appointed in AGM as director under section 257 of the Companies Act, 1956. In your case the notice of AGM has already filled with ROC for the purpose of other agenda items so you can not regularize, such AD as regular director u/s 257 on AGM, so Company Law Settlement Scheme will not apply.
2. Regularisation can be made,  on the date of AGM after  the appointment of AD as per section 257.

In your case, the additional director appointed in mid 2008, will automatically vacate their office on the date of AGM in 2008. In this case you will file Form-32 with ROC within 30 days from the date of vacation of office.

No you can not regularise additional director in current General Meeting.

Thank you so much sir.....for the valuable information

Suppose the Director is appointed on 1.09.08 and AGM held on 30.09.08. The regularisation of Director has been missed out. The office of director is vacated as on 30.09.08. Can board of Directors appoint the same Director as additional director again on 01.10.08.

Please advise.

Dear Rashi

The trnure of aditional director will autometically end on the date of AGM, if you are not regularise them. You filr Form-32 of cessation  of office with ROC.

Yes, you can also appoint the same person as aditional director in Board meeting held on 01.10.2008 and file Form-32 with ROC.

In this case my suggestion is to file first Form-32 of cessation to ROC and wait till the approval of cessation from ROC. After approval filr a new Form-32 with ROC for appointment of aditional Director.

Regards

In our case the AGM has been convened on shorter notice of 2 days and after the issuance of notice but before the AGM, the additional director had been appointed. While filing form 23AC the notice had been filed which does not include the agenda for regularisation of additional director, the inclusion of regularisation clause has been missed out in notice. The form 32 for appointment has been filed and also been approved by ROC. The annual return and form 20B is yet to be filed. Now we are left with one option to cease the directorship on AGM and reappoint on next day of AGM and file two form 32 or file a addendum to notice along with filing of annual return & form 20B showing the regularisation of director. Please suggest the best alternative.