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First Directors

Khushboo Maheshwari (Company Secretary) (548 Points)

23 June 2009

In our public limited company, the first directors were named in the articles itself. Now do we have to reappoint them in the first general meeting conducted. If yes, we have already convened an EGM but we had not appointed them as directors so can we appoint them in the first AGM. I am not getting these sections 255 and 256. Please advice

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7 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 23 June 2009

Hi Khushboo,

As you are aware that there may be 3 kinds of First Directors:

1. First Directors named in AOA or

2. First Directors appointed by subscribers read with Regulation 64 of Table A or

3. Deemed Directors u/s 254.

In first 2 kinds of First Directors ====they shall vacate their office at the first AGM u/s 256(1).

And First Director mentioned in point 3 ==i.e Deemed Directors u/s 254 shall vacate his office at the GM u/s 255 which held before the first AGM. This GM may be EGM or SGM. There is also a DCA Clarification to that effect.

In view of the discussion above you don't have to worry at all. Your directors can easily be re-appointed in ensuing AGM. This course of action is 100% valid & Legal.

Best Regards

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Pavan Jain S (Chartered Accountant) (1575 Points)
Replied 24 June 2009

The Directors named in the AOA shall hold office upto the date of First AGM. Yoy can reappoint them in accordance with the provisions of section 255 & 256 in the First AGM