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CoOption or Appointment of Director as Additional Director

The Board of Directors of a Company (public ltd / private ltd) may at any time co-opt i.e. appoint an additional director on the Board, subject to the power as conferred under the articles of association of the company. 

Generally this is done by the Board of Directors:-


(1) to fill a casual vacancy of a Director who was appointed in a general meeting and the office of such director is vacated before the expiry of his term as director;


(2) considering the necessity of a Director on the Board taking into account the recent vital Projects taken up by the Company.


Such Co-option will be governed by the provisions as provided under Section 161(1) of the Companies Act 2013 (Section 260 of the Companies Act 1956).


Calculation of Maximum no. of Directors in a company
The existing no. of Directors and the additional directors together shall not exceed the maximum strength fixed for the Board by the Articles of Association of the Company.


Duration of Office of Additional Directorship
Such additional directors shall hold office only up to the date of the next annual general meeting of the company or the last date on which the annual general meeting should have been held, whichever is earlier.

In the Annual General Meeting, with the consent of the members the Additional Director(s) may be regularized as a Whole Time Director / Non-Executive Director of the Company.


Board Resolution for Co-Option of the Additional Director:


"RESOLVED THAT pursuant the provisions of Section 161(1) and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013 and pursuant to the Article __ of the Article of Association of the Company, Mr./Ms. YPL, who has given his consent, be and is hereby appointed as an Additional Director of the Company, who shall hold office upto the date of the ensuing Annual General Meeting of the Company or the last date on which the ensuing annual general meeting should have been held, whichever is earlier.


FURTHER RESOLVED THAT Mr. / Ms. XYZ, Company Secretary and Mr. / Ms. ABC, Director be and are hereby severally authorized to digitally sign and submit the e-form DIR 12 with ROC, ___(city name) and do all such acts, deeds and things necessary for the purpose of giving effect to this resolution.”


General Meeting Resolution for Regularization of the Additional Director


"RESOLVED THAT pursuant to the provisions of Section 160 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 2013Mr./Ms. YPL, who was appointed as an Additional Director of the Company in the meeting of the Board of Directors held on __________(Date), who ceases to hold office at the ensuing Annual General Meeting of the company and in respect of whom the Company has received a notice in writing along with prescribed deposit amount, proposing his candidature for the office of the Director, be and is hereby appointed as a Director of the Company, whose period of office will be liable to determination by retirement of directors by rotation.


FURTHER RESOLVED THAT Mr. / Ms. XYZ, Company Secretary and Mr. / Ms. ABC, Director be and are hereby severally authorized to digitally sign and submit the e-form DIR 12 with ROC, ___(city name) and do all such acts, deeds and things necessary for the purpose of giving effect to this resolution.”


Explanatory statement under Section 102 of the Companies Act, 2013


Item no. _


Mr./Ms. YPL was co-opted as an Additional Director of the Company with effect from _____(Date), pursuant to Section 161(1) of the Companies Act, 2013, read with Article ____ of the Articles of Association of the Company. Mr./Ms. YPL holds office of Director up to the date of the Annual General Meeting. The Company has received notice in writing from a member along with a deposit of Rs. 100,000/- proposing the candidature of Mr./Ms. YPL for the office of Director under the provisions of Section 160 of the Companies Act, 2013.


None of the Directors of the Company other than Mr./Ms. YPL is interested or concerned in the resolution.


The Board accordingly recommends the resolution as set out in Item no. __ of the Notice for approval of the members.
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