Additional Directors

No need or compulsion to regularise the additional directors before the AGM.

However you may do so through an EGM. Further section 256 dealing with rotational retirement of director is not applicable to a private company.

Thanks

Both Section 255 & 256 is applicable in case of Private Company which is a subsidiary of a public company  

Yup...i missed it.

you may first regularise them in the AGM and then comply section 256 by rotationally retiring and re-appointing them. Manage the agenda items accordingly. 

Alternatively for administrative convenience you may regularise them through an EGM and then follow the regular AGM procedure. Hope m not missing anything. Wait for other opinions also. Revert with conrtadicting views, if any.

Dear Ekta,

I agree with Ankur  u can go for regularisation of the Additional Directors in the EGM and than Follow the AGM Procedure.

Yes, agree with Mr. Ankur and Vaibhav, but you have to regularise all them before the date of AGM because on the date of AGM all of them cease to be the director. So you have no option but to regulatise them before the date of AGM.

Thanks all of  you for your replies.

I would like to discuss one more situation.

Suppose,  the subsidiary pvt co has 2 directors, one of them is additional. In that case, only the regular director will be considered for the applicability of sec 255 & 256.  

In this case, the regular director shall retire from office, right? 

Therefore again in this case, we have to regularise the additional director before the AGM.

Please give your opinions.

Regards

Ekta 

Dear Ekta,

Regular director would be reappointed and then the additional director would be regularised in the same general meeting there would be no problem.

There is no need to regularise him before the AGM.

then that implies that the AGM will be commenced with only one Director in board at that time? 

Originally posted by : CS Ekta
	commenced with only one Director in board

Dear learned members ---- just try and be practical and do not stretch the problems like corporate law coaching class rooms.

Would request you to avoid adoption of literal interpretation of word “commencement” used in section 260 read with DCA clarification.  

And if you are not confident enough…then why don’t you increase the strength of your board by appointing someone directly in the GM…????????

Avoid the route of section 260 to increase the Board strength….and directly appoint the person through GM u/s 257 (section 257 is not applicable to private company)…especially where:

1. the question is for a private company…

2. director and shareholders are same…

3. Holding GM is quite possible…

Nothing personal and just a humble suggestion…Try and find out a permanent solution ---not for current assignment but for whole professional journey…

Best Regards

All this discussions are meant for dealing with practical problems, coaching class rooms normally dont deal with the practical problems.

I know very well that holding GM is not a problem.

 what the harm in trying to approach  the problem from all the angles and gathering more knowledge?

 there is nothing wrong  in clearing the doubts and have  the answers 

Hey Ekta...Please do not mind yaar...it was just a thought...u know i believe in long discussions...anyways i am sorry...

Hey , Its alright.........however coming from you was a surprise, since I know you like discussion & solving the issues.  

Ekta,  in my opinion, a Chairman is required to conduct the business of AGM/EGM. If there is a Board Chairman, he will preside the GM unless otherwise provided in AOA. If there is no Board Chairman or he is not present within specified time, members can appoint any member to chair the meeting. Hence, in my opinion, vacancy in Board for a time being (i. e. during AGM/EGM) will not have any impact on the conduct of the business of AGM /EGM.

Views of other learned members are solicited.

Best regards...

Hmm.. I have read all reviews in thisregard but would like to add some thing here, as many of my friends have suggested that in the given company they can regularise additional director by EGM also. Can anyone provide me with some case law, circular that can prove this point that Whether Additional Director be regularised in EGM? (in case of Public Company)?