One person was appointed as additional director. Minutes is written as below. "The chairman informed the board that it is in the best interest of Company to appoint Mr. X who has wide experience in the field of business, as additional director of the Company. The board discussed the matter and passed following resolution.
RESOLVED THAT Mr. X is be and hereby appointed as additional director of Company w.e.f. 1/5/2010.
RESOLVED FURTHER THAT Mr. Y Director of the Company be and hereby authorized to file form 32 with ROC to comply with provision of Companies Act,1956 and to do all things, deeds as may be necessary to give effect to this resolution.
Thereafter Mr. X occupied the seat as director and started taking the part in the proceedings of the meeting."
The said additional director is not regularised in AGM as director, is he ceased as per section 260 of Companies Act, 1956? or he can be considered as director?
30 September 2015
it is mandatory requirement that general body has to approve any director appointment on board of directors, if failed it has to be regularized.
when you appoint qualified company secretary it becomes mandatory the CS has to see every procedure is followed, if he has no right reason for regularizing his slip in the procedure.
the doctrine is company too is some kind of democratic governance in practice, as share holders are like the people in the real democracy.
the directors are like some representatives as law makers in the company concerned and all resolutions are some delegated function type, that way there is there too democratic right of the investors are protected.
that made only the mandatory f appointing a qualified company secretary like a cabinet secretary in government.
cabinet secretary need to ensure all relevant laid down procedures are strictly followed by the cabinet = board of directors in a public limited companies, in short.
CAclubindia
