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resolution for non regualrization of director

sandhya sethia (trainee) (142 Points)

16 September 2010

plz suggest resolution for non regularization of additional director

whose term expires on coming general meetin

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7 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 16 September 2010

SAMPLE AGM RESOLUTION FOR REGULARISATION OF ADDITIONAL DIRECTOR

“RESOLVED THAT Mr. Rajesh Gupta, who was appointed as an Additional Director with effect from April 17, 2009 on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and Article 75 of Article of Association of the Company and who holds office upto the date of this Annual General Meeting, and in respect of whom a notice has been received from a Member in writing, under Section 257 of the Companies Act, 1956, proposing his candidature for the office of a Director, be and is hereby appointed as a director of the company.”

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Neha Gupta (PCS) (377 Points)
Replied 16 September 2010

For non regularisation you need not pass any resolution in any general meeting, the resolution is only passed for reguliseration of additional Director.

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Shloka (Deputy manager (Finance)) (48 Points)
Replied 16 September 2010

Dear friend,

Section 260 of the Companies Act, 1956 reads as Any person appointed as an additional director of the Company shall hold the office only upto the date of the next annual general meeting, hence it follows that in your case that person shall be liable to vacate his office at the date of AGM, In case the Company wishes to appoint him as ordinary director a resolution as suggested above by Mr Ankur Garg can be included in the notice of the AGM as ordinary resolution under the head Special buisness and a cheque of Rs 500 and notice to be taken from the member who proposes this resolution in terms of Section 257.

However for non regularisation of additional director no such resolution in AGM is required, the person ceases to be a director on Agm thereafter you may again reappoint him as Additional director under Section 260, overall limit of number of directors under the Articles to be observed in this regard.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 16 September 2010

Originally posted by : Neha Gupta
	For non regularisation you need not pass any resolution in any general meeting, the resolution is only passed for reguliseration of additional Director.

Agree

Section 260 is all about automatic vacation of office on non-regularisation. But file form 32 for vacation selection section 260 in the form, within 30 days of AGM.

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Neha Gupta (PCS) (377 Points)
Replied 16 September 2010

Yes, form 32 for cessation of additional Director shall be filed with ROC with in 30 days of AGM.

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manju ruhil (cs) (22 Points)
Replied 08 October 2018

Hi I need to know if there is no need to pass any resolution for Non Regularization of Additional Director in Annual General Meeting then what we need to attach in the DIR-12 form in the proof of cessation if we file this form with the ROC?