Section 257 appointment
Querist : Anonymous
Please tell whether a director can be appointed as such as per sec. 257 of Companies Act, 1956 without being first appointed as a additional director or a Director who is liable to retire by rotation.
Querist : Anonymous
The answer is yes.
A public company or a private limited company which is a subsidiary of public company can directly appoint a direct through general meeting under section 257 and such person will be liable to retire by rotation.
This section is not applicable to private limited company.
Querist : Anonymous
Querist : Anonymous
every director appointed under section 257 will automatically covered under section 255 and 256.
A person who is appointed at general meeting is subject to section 255 and 256.
Read the heading of section 257, it specifically restrict the retiring director to come under section 257.
On the other hand, if such person will not liable to retire then who will retire in up coming AGM.
Querist : Anonymous
1. Take consent of director and DIN/disclosure of interest
2. Call a Board Meeting for proposal of appointment of director
3. Hold a Board Meeting and appoint him as additional director.
4. File Form-32, with ROC, with in 30 days from the date of appointment.
5. Attach consent letter with Form-32, in case of public limited company.
6. Take entry in Minutes.
The provision of section 255,256 and 257 is not applicable to private limited company, so you can take the benefit of section 257 by applying them on private limited company as good corporate practice.
Procedure for Regularisation of Additional Directors.
1. Call a Board Meeting for proposal of regularization of director
2. Hold a Board Meeting and call general meeting.
3. Hold a General Meeting for passing of resolution under section 257 to regularize the additional director.
4. File Form-32, with ROC, of change in position of director attach certified copy of shareholders meeting.
5. Take entry in Minutes.
Querist : Anonymous
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