Due to the reason for long foreign ture of a Mr. X (Original Director) Mr. A is appointed as alternate director. In the meanwhile Mr. X is to retire by rotation and AGM held on the schedule date. but the same is postponned the matter of reappoint of Mr. X was not discussed. The postponed meeteing was never held.
My Queries are:
Since Mr. X is automatically reappoint as per Sec. of the Companies Act. Is there any requirement on the part of the Board to appoint Mr. A again as an alternate Director or there is no such requirement as Mr. X was seems never vacates his office as director?
Whtether the requirement of holding the Annual General Meeting is deemed to be fulfilled as the annual account and rest of the matters are duly discussed at the original date of AGM. OR since the AGM is not completed as some dission are left to be taken, the requirement of holding AGM is defeted? 
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ALTERNATE DIRECTOR
As mentioned by you that postponed meeting never held so how can you say that Mr. X is automatically reappointed. Here I totally disagree with you. Formal resolution of members in the AGM is very much required for the re-appointment of retiring director and retiring auditor.
Further proper holding is very much required. Deemed AGM is nothing and all the compliances u/s 166, 210, 224 and 256 are pending according to me and after the expiry of statutory period for holding AGM you will be liable to fine u/s 168 and 210.
If you want to use the provisions of automatic reappointment kindly check the applicability/compliance of the conditions mentioned u/s 256(4)(a) and (b). Only on the fulfillment of conditions mentioned in section 256(4)(a) and (b) automatic re-appointment is possible.
Views of other learned members solicited.
Dear Sir
I agree with your point.
But Sir, section 256(4) (b) applicable to the case where at the adjourned meting the place of retiring director is not filled up and adjourned meeting also has not resolved to fill the vacancy, than in such case the retiring director deemed to reappointed.
Sir my next query is that where any AGM of adjourned AGM is concluded without resolving all the matters of the agenda of the AGM, then, whether the AGM deemed to be properly held according to Sec. 166, 210 & 224?
If the requirement of section 256(4)(b) are fulfilled then you may consider your director automatically re-appointed.
Further it is not mandatory to discuss all the matters mentioned in the agenda of AGM. If members don't want to discuss all the matters of agenda then it is perfectly fine. But conclusion of meeting must be in a proper way. Also when you prepare the minutes of AGM mentioned everything in detail for every agenda item whether discussed or not.
Regards
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