In case of Appointment of director in Board Meeting is easy. But as good corporate practice is to appoint him/her at general meeting.
The provisions of appointment of MD/WTD will not apply to private company unless it is subsidiary of holding public company. The appointment govern by their own articles.
If authorised by the Articles of Association of the Company, the Board of Directors can appoint a person as an Additional Director on the Board to hold the office till the date of AGM. Such a Director will be regularised by an Ordinary Resolution passed in the AGM.
If authorised by the Articles of Association or resolution passed by the shareholders, the Board of Directors can appoint a person as an Alternate Director to a Director who is not available in the state for a period of not less than 3 months where the BM are ordinarily held.
A person can be appointed as a Director to fill in the casual vacancy caused in the office of the Director in the BM.(This provision is not applicable to an Independent Private Company, but the Articles can contain an enabling provision)
Hence, for regularizing the Additional Director, appointing a person as a Director, re-appointing the Director retiring by rotation, re-appointing the person appointed as Director to fill in the casual vacancy in the office of the Director as a Director of the Company will require the consent o f thje members in the General Meeting!
09 December 2010
For a private company Board resolution is sufficient. There is no need to appoint the director as additional, etc. and then regularise in GM. It's required only in case of public limited company.
However I agree with Ajay that as a good corporate governance if the appointment is approved in the GM.
09 December 2010
Generally minute books of Board Meeting and General Meetings are kept separately as the minute book of general meetings are open for inspection of its members.
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