sunil rawat (Accounts Manager) (30 Points)
12 May 2010Please any1 tells me that a director can be appointed in the meeting of board of directors under the category "DIRECTOR", of not prescribed in the articles of the company, further is there any boundation by the company law board that the board of directors can appoint additional directors only & the "Director" can be appointed in the EGM of share holders?
Please reply me here or at sunil.rawat2 @ gmail.com
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 12 May 2010
As per my opinion based on corporate practice the board of directors can appoint additional directors only & the "Director" can be appointed in the EGM of share holders.
Wait for other opinion. Thanks
sunil rawat
(Accounts Manager)
(30 Points)
Replied 12 May 2010
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But the thing I want to know that I want to show this to my CA that it by law and not by articles, he is saying that if it is written in the articles only then directors can appoint additional directors otherwise board have the power to appoint "Directors". Kindly confirm if u know?
Originally posted by : Ankur Garg |
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As per my opinion based on corporate practice the board of directors can appoint additional directors only & the "Director" can be appointed in the EGM of share holders. Wait for other opinion. Thanks |
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Narendra Verma
(Senior Executive)
(116 Points)
Replied 12 May 2010
As per my opinion, In case of Pvt. co. unless article otherwise provide, an individual can be appointed as director in BM without appointing him as additional director.
But in case of Public co., Board has no power to an individual as director otherwise than additional director.
Nitin Grover
(CS)
(1228 Points)
Replied 13 May 2010
Dear Friends
No Company can appoint Director directly. BOD can appoint only Additional Director and he will be regularised in next AGM.
But some company make him regularise in EGM but its not written in Law.
Law has clearly written that a person appointed as Add. Director will be a Add. Director till the next AGM (Coming AGM). and Add. Director can act as a Director means Sign Reports, Agreement etc because in som many companies have Add. Director instead of Directors. for eg change in management, resignation by first directors after appointment of new persons and Add. Directors
Regards
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 13 May 2010
Dear Nitin,
Kindly check the link regarding regularisation in EGM:
Nitin Grover
(CS)
(1228 Points)
Replied 13 May 2010
sunil rawat
(Accounts Manager)
(30 Points)
Replied 13 May 2010
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May I know the Section of the Law in which it is clarified that the board can appoint add. director only. I just need that only, if u have any link to that section , plz help me.
Sunil Rawat
Originally posted by : Nitin Grover |
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Dear Friends No Company can appoint Director directly. BOD can appoint only Additional Director and he will be regularised in next AGM. But some company make him regularise in EGM but its not written in Law. Law has clearly written that a person appointed as Add. Director will be a Add. Director till the next AGM (Coming AGM). and Add. Director can act as a Director means Sign Reports, Agreement etc because in som many companies have Add. Director instead of Directors. for eg change in management, resignation by first directors after appointment of new persons and Add. Directors Regards |
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Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 13 May 2010
| Originally posted by : sunil rawat | ||
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May I know the Section of the Law in which it is clarified that the board can appoint add. director only. I just need that only, if u have any link to that section , plz help me. Sunil Rawat |
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Dear Sunil you are right.
As per my knowledge there is no section in company law which says---Board can appoint additional director only.
My earlier opinion was based on my own interpretation + corporate practice + Intention of Law which is very clear from joint reading of section 260 and 257.
However you are free to follow your own interpretation.
Regards
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 13 May 2010
| Originally posted by : Nitin Grover | ||
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Dear Ankur I agree with you and so many company has done the same but sir in my views it should be regularisation in AGM because till AGM he can act as a Director. Pls clarify me what is need to regul... him in EGM. Regards |
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Dear Nitin your question is correct as this question can also be put by my own management. Well my answer and interpretation is quite simple.
Regularisation is governed by section 257 for a public company which is all about a general meeting. On the other hand section 260 only prescribe the max teure of AD. Hence we can not put 257 subject to 260. We can easily put the regularisation in the agenda of EGM if EGM is due for any other imp business. So why to wait till AGM? Here the role of sound knowledge and understanding of law comes along with confidence and a bit aggressive approach.
In other words i believe in unconventional way of working keeping myself within four corners of law. AGM main to sab regular karta hain. Further we never follow section 260 for our small group companies and directly appoint the person as a director u/s 257 and file single 32. Totally free from regularisation.
Thanks
Neeta
(Finance)
(345 Points)
Replied 13 May 2010
hello all ..
quite interesting one, The thing is all as said by ankur sir > interpretation > intention of law and last but not the least corporate practice. decision should be blend and should react positively to all these three..
Sunil , to your initial question ; As per my knowledge and interpretations :
1. DIRECTOR : As regards a PVT company, no doubts , BOD can appoint him. Point to my interpretation is section 255(2) it says " .... the directors generally in the case of pvt co not sub of pub co ... SUBJECT TO REGULATIONS IN THE ARTICLES OF THE COMPANY, be appointed in GM . So my interpretation is if UR ARTICLE GIVES THE POWER TO BOD TO APPOINT DIRECTORS , THEY CAN.... THIS IS A TOTAL CASE OF PVT CO. and this is what in practice as well..
now, as regards PUBLIC co, Directors can be appointed in GM only as per the above section 255. However , BOD can take in Additional Director upto next AGM (its stated as AGM in 260). So BOD of Public co can take in Addtional Directors but not DIRECTORS.
2. I Agree to the point stated by ankur sir that, Additional Directors can be regularised in forthcoming EGM itself. quite possible. Act says AD can go upto AGM so he can leave before AGM and get in as Director In an EGM. But still i would like to ask , WHY ? WHATS WRONG IF HE GOES LIKE additional Director till AGM . I mean any difference in the powers of Additional and Normal Directors.
its all my opinion,If am wrong anywhere in the above stated , Please correct me..
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