Appointment of Director at EGM

CS Arpita Rajpurohit (Company Secretary) (1111 Points)
Replied 18 December 2008

I think the action taken by the Company is not incorrect perse.

An Add. Dir. can hold the office till the next AGM....this is the max. period for which he can hold the office. There is no minimun period as such.

Acc. to me the intention of the legislation here is just to give the members a power to appoint a dierctor or regularise an additional director. And both at an EOGM or AGM, decisions are taken by the menbers.

So i dont find any flaw in regularising an additional director at an EOGM.

Raman R (Partner) (248 Points)
Replied 18 December 2008

I agree with Arpita

CA.SKR (CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional) (442 Points)
Replied 08 September 2009

Originally posted by :Muralidharan

"

A Private Limited company had appointed Mr.X as Additional Director of the Company in the month of 20th January 2008. Pursuant to the provisions of Section 260 and also in accordance the Articles of Association of the company the said additional director holds office until the date of the next Annual General Meeting of the Company (In this case AGM was held on 30.09.2008). At the said AGM approval of the Members should be obtained for his appointment as Director of theCompany. Form 32 has to be filed within 30 days with ROC / MCA.
A peculiar event has happened in this case. The Company had convened an EGM in the month of May 2008 for increasing its authorised share capital. At the said EGM the company had also passed a resolution appointing the Additional Director as Director of the Company. Form 32 was also filed with ROC.
Is the procedure followed by the company is correct.
can anybody show some light on the above subject.
my advance thanks
Muralidharan

Dear Mr Muralidharan,

I am also handling the similar situation i.e appointment of Additional Director as a normal Director at EGM before the date of AGM, and also increase in Authorised Capital of the pvt. company in that EGM. What was the correct proceedure followed by you.

Secondly, if the same person is appointed as an Additional Director first and normal director later on in the same Board meeting, subject to approval of EGM, will there be any change in the proceedure. If EGM is called at the short notice with the consent of all members, will that be correct.

Please guide me to take up the above assignment properly.

Thanks in advance,

CA. Satendar Kumar

Email: skr_ca @ rediffmail.com

"

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 08 September 2009

Dear Murali,

Procedure followed by the company is 100% correct. As section 257 is talking about general meeting and not about any specific meeting.

Regards

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 08 September 2009

Dear Murali,

I would request you to go through the link below for detailed information:

/forum/messages/2009/6/35424_appointment_of_director.asp

Madhura ( Company Secretary) (21 Points)
Replied 14 July 2010

In a Private Limited Company, Form 32 was accidentally filed mentioning the designation as 'Director' instead of Additional Director. Since a Director can be appointed directly at an EGM, we decided to consider an EGM instead of opting for refiling the form and all. The Company meetings are as it is paper meetings.

My question was, the appointment date of the Director has been filed as 19th May 2010 and the Board meeting previous to that was held on 16th April 2010. Is it ok if i prepare a 21 days notice for the purpose of holding the EGM on 19th May 2010? Is it mandatory for the Board meeting to consider the "holding of EGM' item before holding the EGM...or is simple notice sufficient?? Coz if the item has to be considered in Board meeting, we will have to change the minutes of the Board meeting dated 16th April 2010 to consider this item.

Kindly advise. Thankyou.