03 November 2012
One of my client has a public limited company. The Board of Directors appoint 3 additional Directors on 28/09/2012. On the same day, they call an EOGM at shorter notice and regularise additional directors as Directors. Since, it is a public company, Section 257 is applicable which states that minimum 7 days notice to the members or advertisement in newspaper is required for appointment of a director. So, appointment of Director at shorter notice is valid or not???
03 November 2012
Sec 257 talks about right of a person other than retiring director to stand for directorship. If he gives a notice or some member intend to propose a person for directorship then in turn co is required to give notice or advertisement.
In your case it is a regularisation of additional director.
Section 257 says after you receiving the intention of membere or individual to appoint director, either you serve 7 days notice or newspaper publication.
In your case, if you regularise the additional director on the same day it means you are not complying the provision of this section.
Form-32 demand the date of appointment or regularisation and their attachment so it will approved under STP method.
But later on, ROC will issue notice under section 234 of the Companies Act, 1956.
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