09 March 2011
I have problem in appointment of one new additional Director in my public Company(unlisted). I already change object clause and therefore now I want to Change the name of the company and I completed the procedure of name availability and approved the name from ROC, now I conduct EGM (for passing a special resolution for the name change) as per procedure of change in name, simultaneously I want to appoint one new Director as a Additional. Qurries: 1) Can I appoint additional Director in EGM if yes, then plz suggest the procedure and sections and if No, then what is the second option (Can I appoint in Separate board meeting)
10 March 2011
Agree with Mr. Krishna Kumar. Directors can be appointed in General Meetings as per Section 255(1)(b). Such directors appointed in the EGM, will be regular directors and not additional directors.
Additional directors are appointed by the Board under Section 260 of the Companies Act to hold Office till the person is regularised in AGM or EGM.
10 March 2011
Of course you can appoint the Director in the same EGM which is convened for getting the approval of members for name change.
Procedure would be -
1) Call Board Meeting and pass the resolution for change of name and consider appointing Mr...... as Director.
2) In the same Board Meeting decide about the date and venue of the EGM. Issue notice 21 says before the meeting alongwith Explanatory statement as required under Section 173.
3) Include both the resolutions one for name change and another for appointment of director in the notice of EGM.
3) Ensure that the company receives a notice from the director expressing his intention to offer his candidature for the Office of director alongwith a deposit of Rs. 500/-,before 14 days of the meeting as required under Section 257 of the Companies Act.
4) Hold the EGM and get the resolutions passed by special resolution for change of name as per Section 21 and ordinary resolution for appointment of director as per Section 255(1)(b).
5) File Form 23 within 30 days of passing the special resolution for change of name.
6) File Form 32 within 30 days of appointment of the Director.
7) On the Director getting elected and appointed, refund Rs.500/- to him.
8) Make entries in the Register of Director.
9) Make changes in the name board, letter head, bills, common seal, etc. and inform all authorities of the change of name.
10 March 2011
Now, I appoint my Dirctor in EGM as regular Director, can any further process would be done for completion of appointment except form32 filing or approval from any meeting?
CAclubindia
