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Special Business or Ordinary Business

CA CS Amit Borade (Chief Accountant) (2828 Points)

24 May 2010

Additional Director appointed at Board meeting whose term expires on the AGM, to be appointed as a Director u/s 257 in the AGM.

Is it a Ordinary Business or Special Business?

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12 Replies

Nitin Grover (CS) (1228 Points)
Replied 24 May 2010

Dear Friend

Pls Refer Section 189

Regards

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Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)
Replied 24 May 2010

Dear Frnd,

It is a special businesss...

As per sec 173 (1)(a) all the business except:

1.adoption of accounts

2. appt of auditors

3.declaration of dividend

4. appt of director in place of retiring director

are special business.

in ur case there is regularisation of additional director which is not come under 4th point.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 24 May 2010

Regularization of additional director in an AGM is a special business for which explanatory statement under section 173 is required. This resolution is required to be passed by ordinary resolution.

Thanks

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 24 May 2010

For More information and knowledge kindly check the link below and revert if there is any doubt:

Special Business vis-a-vis Ordinary Business

Kumar (Article) (922 Points)
Replied 24 May 2010

In an Annual General Meeting there are just four items which constitute Ordinary business.

They are (u/s 173(1))

Consideration of Accounts and report of Director and Auditor

Declaration of Dividend

Appointment of Director in place of those retiring

Appointment and fixation of remuneration of Auditors

Apart from the above mentioned 4 items all other business will constitute Special Business.

In an Extra Ordinary General Meeting all business are special business.

In ur case the appointment of Additional Director as director is a special business.

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Nitin Singhal (Gaining knowledge...) (320 Points)
Replied 24 May 2010

As per sec 173 (1)(a) all the business except following every other business is special business:

1.adoption of accounts

2. appointment of auditors

3.declaration of dividend

4. appointment of director in place of those retiring director

Hence it is special business.

Although it is a special business it does mean that it requires Special Resolution. Appointment of Director in this case will be done by passing ordinary resolution.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 25 May 2010

Agreed with the learned members.

Except the 4 ordinary business, all the business to be transacted in the AGM are Special Business which may be passed either by Ordinary Resolution or Special Resolution.

Thus, regularisation of Additional Director is a Special Business which is to be passed by way of Ordinary Resolution.

Manjeet Mehra (CA in Full time Practice) (87 Points)
Replied 25 May 2010

Reappointment of a director is a special business as per sec-173 of the act.

Rajiv Raj Jain (Accountant) (26 Points)
Replied 02 September 2011

I disagree with the above comments

here is my view

Appointment of Directors in the place of those retiring is an item of ordinary business to be transacted at the AGM according to Sec 173(1)(a)

Retirement of Directors as contemplated us 173 may be rotation, efflux of time or otherwise

So, if an Additional Director appointed by the Board of Directors ceases to hold office us 260 and if such Director is to be re-appointed as Regular Director at the AGM, Sec 173(1)(a) would be attracted and it would be treated as ordinary business

Hence, Explanatory statement us 173(2) for special business is not required for such resolution

Aswathy (CS) (175 Points)
Replied 08 October 2011

Regularisation of additional directors is obviously a special business to be passed as ordinary resolution.

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amisha (cs) (24 Points)
Replied 08 August 2018

SIR IF IN CASE THE ADDITIONAL DIRECTOR IS REGULARIZED AS EXECUTIVE DIRECTOR IN PREVIOUS AGM THEN SUCH EXECUTIVE DIRECTOR IS ELIGIBLE FOR RETIRE BY ROTATION ????

PLEASE REVERT AS POSSIBLE

Law Aspire (CS) (755 Points)
Replied 10 August 2018

Originally posted by : Ankur Garg
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Dear Sir

In case of central govt /state gvt companies, the directors appointed by way of Government order.
In that case also we need to regularize in AGM /EGM meeting?