Go AD-Free with CAclubindia Pro and Daily Mobile Updates. Subscribe Now!

Regularization of status of additional director to director

Dhara (Company Secretary) (298 Points)

26 February 2016

In one of my company there are 3 directors out of which 2 director were appointed in 2009 as AD. till now no DIR 12 form for change in Designation was filed . as per my knowledge regularization of Director needs to be filed in AGM. My Question is can i regularize the status in this FY 2015-16 in AGM?? what can be done in this case

Reply
Follow
Share

10 Replies

prakash (Company Secretary) (1352 Points)
Replied 26 February 2016

Dhara,

First, verify Minutes and Notice of AGM held soon after their appointment as additional directors whether,they were regularized in annual general meeting or not, if not, they have deemed to be ceased to be directors of the Company from the date of that annual general meeting.

Since as per Section 260 of CA, 1956, Additional Directors holds the office only to the date of next annual general meeting of the Company.

Dhara (Company Secretary) (298 Points)
Replied 26 February 2016

Mr Parakash,

I checked they are not regularized as Director in AGM conducted after their appointment. that means they are ceased to be the Director. bt as i have only 3 directors in that company out of which 2 are shown as AD what can i do to comply with the requirements of min 2 Directors in PVT company?? any alternative in this case

prakash (Company Secretary) (1352 Points)
Replied 26 February 2016

Dhara,

Hold EGM on or after date of that AGM and Appointment them as Directors directly and File Form DIR-12.

ACS Parul Rawat (Entrepreneur | Corporate Law Advisor | L) (218 Points)
Replied 01 March 2016

@ Mr. Prakash

Sir, m having a query here that as the AD has ceased to be an AD then should we not first appoint thm as AD again in the BM and then convene AGM for there regularisation?

Ram Kumar (188 Points)
Replied 01 March 2016

Dear Parul,

I didnt understand your question properly,

as per my understanding you can directly appoint a director at AGM so here no need of regularisation.

1 Like

ACS Parul Rawat (Entrepreneur | Corporate Law Advisor | L) (218 Points)
Replied 01 March 2016

Sir, is it not necessary to first appoint a person as Additional Director in Board and then regularise him as director in GM?

prakash (Company Secretary) (1352 Points)
Replied 01 March 2016

Parul,

It is not necessary to appoint person as additional director and regularizing him as Director in AGM, the appointment of directors should be with consent of shareholders, since, it is very expensive to call EGM to appoint director, Board has been empower to appoint the additional director tempararyly upto the ensuing AGM. By this Board can fill the gap and avoid the expensen of holding EGM.

When Director is appointed by shareholders directly in EGM, there is no concept of Additional Directorship.

@ Dhara, take date of EGM before date of AGM.

1 Like

Dhara (Company Secretary) (298 Points)
Replied 02 March 2016

Mr Prakash ,

Do i need to change the status frm AD to Director before the AGM or After AGM in the year he was apppointed?? for eg if he is appointed in FY 10-11 and AGM is conducted on 30.09.11. Do i need to conduct EGM b4 30.09.11 or after 30.09.11 ??? cant i change his designation by filing back dated in AGM itself ie 30.09.11 ? and i just checked filing of FY 10-11 has not been done. sp need to file 23ac, aca & 20B as well for that particular year.. Can i file that also as per old act????

prakash (Company Secretary) (1352 Points)
Replied 02 March 2016

Dhare,

It is well and good, if the company has not done the filing and being private limited company, insert resolution for regularization of director in Particular AGM Notice and file form DIR-12 for change of designation from addtional director to director along with form 23AC & ACA, 20B.

Need not to conduct any EGM.