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Regularisation of Additional Director

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Suppose a Private limited company has called off AGM on 30.09.2009 by sending notice to members on 01.09.2009.

After sending the notice of AGM it has appointed a person as additional director on 15.09.2009 in Board Meeting.

Now my query is whether this additional director is to be regularised in AGM 2009 or in AGM 2010 i.e. office of this additional director shall expire on 30.09.2009 or in the next AGM in the year 2010.

And in case such director has to be regularised in AGM on 30.09.20009 then how we shall take up the business of his appointment in AGM since we have already sent the notices without including special business of regularisation of additioanl director.

Please answer the query esteemed members.

With Regards

Neha Jain

nehajaincs @ gmail.com

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2 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 12 October 2009

Hi,

101% additional director is to be regularised in AGM 2009 in your case.

You may go for modification of AGM notice. Modify your AGM notice & add the agenda of regularisation of AD and re-send it to shareholders. AGM date will remain the same. Take shorter notice concent from shareholders u/s 171(2)(i). As it is a pvt. co. it would not be a tuf task.

Other option is first file form 32 for deemed vacation u/s 260 after AGM and again appoint him as AD. Revert for any doubt.

Regards

Ajay Mishra (Company Secretary) (74337 Points)
Replied 12 October 2009

If you have appointed AD between the issue of notice for conducting AGM and the date of AGM and at the time of AGM such director demed to vacate of the office of director, autometically, unless you are not regularising him/her as Director under section 257.

If you wanted to regularise him/her as director, it is required to issue another notice for the said purpose as soon as possible before the date of AGM to all the shareholders and pass the resolution under section 257 and file form 32 with concerned ROC.

In any case a person appointed as Additional director before the AGM, such AD will vacate the office of the next coming AGM from the date of his appointment.

Regards