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Appointment of director in agm/egm

prakash (Company Secretary) (1352 Points)

18 September 2014

Dear All,

Can a person be appointed as director directly in AGM/EGM without being appointed as additional director by board in the company?

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8 Replies

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 18 September 2014

Definitely yes. On the contrary, as a general rule right to appoint directors lies with members only. [Sec.152(2)]. It is only as an exception that limited right has been given to Board to appoint directors in a few cases (i.e. additional director and to fill casual vacancy) subject to certain conditions. The need of filing DIR.12 twice can be avoided if the director is appointed in AGM/EGM directly.

1 Like

CSRenuBang (CS) (48 Points)
Replied 29 September 2014

Sir, what are the compliances required in case of Appointment of Director in AGM, who is daughter of existing Director in the Company.

Chetan Patankar (Company Secretary) (269 Points)
Replied 29 September 2014

If the person to be appointed at AGM as a Director who is other than retiring director the sec. 160 is to be complied with.

CSRenuBang (CS) (48 Points)
Replied 02 October 2014

ok thanks.. can a father director vote for appointment of a daughter as a director?

hrishikesh (Company Secretary) (54 Points)
Replied 11 October 2014

Originally posted by : CSRenuBang
	ok thanks.. can a father director vote for appointment of a daughter as a director?

No, he being interested in the resoluion, cant.

Chetan Patankar (Company Secretary) (269 Points)
Replied 11 October 2014

even if the father is a member & Director he can vote. second proviso to s. 188 talks only about special resolutions. No problem at all.

trupti (CS) (21 Points)
Replied 15 June 2015

i have one question

our companies MD as reappointed but time han been lapsed 1 year. /and our copmanies not necessary as MD.

so we want us to change in designation MD to diretor.

what is process?

Mrs.n (CS, LL.B ) (407 Points)
Replied 31 August 2019

Originally posted by : P C Agrawal
	Definitely yes. On the contrary, as a general rule right to appoint directors lies with members only. [Sec.152(2)]. It is only as an exception that limited right has been given to Board to appoint directors in a few cases (i.e. additional director and to fill casual vacancy) subject to certain conditions. The need of filing DIR.12 twice can be avoided if the director is appointed in AGM/EGM directly. Thank you so very much Agrawal sir ,