22 January 2011
Yes. You may appoint the director in the EGM without appointing him as additional director. Sec 257 deals with appointment of directors other than retiring directors to stand for directorship. It states appointment in general meeting (GM can be both AGM and EGM).
Convene a Board meeting and propose a resolution for the appointment of director, approve the notice of EGM.
In the EGM pass the required resolution and file form-32 with in 30 days of passing resolution in the EGM.
Resolution...
“RESOLVED THAT pursuant to the relevant provisions of Companies Act, 1956 and Articles of Association of the company, consent of the members be and is hereby accorded for the appointment of Mr.........., as a Director of the company.
RESOLVED FURTHER that any director of the Company be and is hereby authorized to file the information with the Registrar of Companies concerned in the prescribed form.”
CAclubindia
