"Our Company is a Public ltd. company with PSC >10crore, there are 5 directors in the company out of which one is Managing Director appointed for a term of 5years w.e.f 1/02/2014 and 3 are whole time director appointed for a term of 3 years w.e.f 1/02/2014 and the one who is recently appointed is additional director(executive). All directors are drawing renumeration. The Company has not obtained the approval of shareholders for giving renumeration to Additional director. Now since additional director can't draw remuneration without shareholders approval therefore we want to appoint him as WTD. Can we appoint him as WTD since in that case all the directors will become executive and non-rotational and in that case who will retire by rotation in the next AGM, if yes what is the procedure for the appointment since we have already file form DIR-12 for his appointment as Additional Diirector (executive). The Articles are silent regarding remuneration to Additional director. Your views on this issue will be highly appreciated.

regularisation of director appointed under section 161(2) of CA 2013 ?

Do we require to file Form DIR 12 for regularization of Additional Director

• If AOA of Private Company is silent on appointment of an Additional Director then what’s the remedy to appoint someone who expressed his willingness to join the Board. Except alteration of AOA is there any other option to appoint someone as an additional Director?

Can a Company appoint a person as additional director in Board meeting but Article do not have such provision for appointment of additional director?

Do we have to file E-form Dir-12 of Original Director who is vacating his office for more than three months, as per the provisions of section 161 of the Companies Act, 2013?

Do we have to file E-form Dir-12 of Original Director who is vacating his office for more than three months, as per the provisions of section 161 of the Companies Act, 2013?