Appointment of existing independent director

This query is : Resolved

Law Aspire (Querist)
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30 January 2015 A Public unlisted company appointed an independent director in the December 2012 in Board Meeting and filed his Form-32 as Additional ,Independent and Non Executive Director. His Appointment was confirmed in AGM in the year 2013.

Now as per Section 149 Companies Act,2013 and clarification provided in General Circular no.14/2014 dated 09th June,2014 provides that if it is intended to appoint Existing Independent Directors under the new ACT, such appointment shall be made expressly under Section 149(10)/(11) read with Schedule IV of the ACT within one year from 1st April,2014.
The applicablity of appointment of two independent director on the company arose from 01st September,2014

Your views are solicited on the below mentioned query:

In this situation do we need to put this matter in Board meeting and appoint already appointed Independent Director as Additional and Independent Director and File his DIR-12 and confirm his appointment in the ensuing General Meeting.
OR
His appointment is directly to be done in the ensuing General Meeting as per the provisions of Companies Act, 2013 and Form of his appointment i.e. DIR-12 is to be filed?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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30 January 2015 According to my view , appointment of
independent director shall first be considered in the meeting of the
Board of Directors and later on approved by the company by way of ordinary resolution in general meeting as per Section 152(2).