ayan chakrobarty,25 years (LLB,ACS.CWA (FINAL)) (62 Points)
06 March 2012
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 06 March 2012
Yes it is legally viable. However the tenure of additional directors is limited due to restriction put in section 260 of the companies act, 1956.
So I would advise you to hold a general meeting of shareholders and pass 2 different ordinary resolutions for appointing your additional directors as ordinary directors.
Within 30 days of passing ordinary resolutions file form 32 with ROC for “change in designation”.
Regards
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 06 March 2012
SAMPLE SHAREHOLDERS’ RESOLUTION FOR APPOINTMENT OF DIRECTOR
“RESOLVED THAT Mr. Amit Daga, who was appointed as an Additional Director with effect from April 03, 2007 on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and Article _______of Article of Association of the Company and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a director of the company.”
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 06 March 2012
Ofcourse legally viable... Additional Director is also a director of the company. Just their tenure is limited uplo the AGM. You have to regularise them on the AGM.
CS Aditya Agrawal
(PCS)
(110 Points)
Replied 07 March 2012
Does it make any difference if we regularise the additional director in AGM rather than appointing them in EGM?
Mihir Doshi
(B.Com, CA, CS, LLB)
(2187 Points)
Replied 07 March 2012
Agree with experts. Just hold a GM and pass necessary resolution to appoint additional director as regular / ordinary director.
Amrin Himani
(A Alwani & Co.)
(156 Points)
Replied 07 March 2012
@ aditya : no not nexessary to hold EGM as additional director can hold their place upto the next AGM or date of AGM normally to be held i.e. 30th Sept.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 09 March 2012
| Originally posted by : CS Aditya Agrawal | ||
 |
Does it make any difference if we regularise the additional director in AGM rather than appointing them in EGM? |
 |
No there is no difference. The point here to understand is—
In a public company by virtue of section 257 a GM is required for regularizing a director. So there is no need to wait till AGM for regularizing a director. If EGM is due before AGM, then simply regularizing a director by passing an ordinary resolution.
However if no EGM is due before AGM, then simply regularizing the director by passing an ordinary resolution in the AGM.
Regards
CAclubindia
