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Change in Designation of Add Director


Hello everyone


I have a query regarding to Chang in Designation of Additional Director.


Can a Additional Director be appointed as regular director in EGM or before AGM. ????
If so then which section of Company Act 1956 is applicable ????

 
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Director of company appointed in GM (generaly) so in EGM you can do the same

 
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But sir i am asking that which section is application while change in designation of Add. director to Director in EGM

?????

 
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Company Secretary and Compliance Officer

Regularisation of AD is governed by section 257 in public company which talked about a General meeting only. So you can easily regularise your AD in the EGM before the AGM by following the procedure given in section 257. There is no doubt about the opinion above.


Thanx

 
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thanx sir

 
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CA Final - Group II cleared

Hi Folks,

 

I would like to add one more point ...

 

Sec. 260 - Additional Director shall hold office only UPTO the date of next AGM. (As the word 'UPTO' is used, Additional Director can be regularized anytime before forthcoming AGM)

 

Sec. 257 - if Additional Director is to be regaularized, special notice before 14 days of GM is required.

Since Additional Director is not a retiring director u/s. 255-256 and hence complinace with Sec. 257 is necessary.

 
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Company Secretary & Student.MBA

I second Ankur Sir and Yogesh.

One more addition to the last post, the provisions of section 257 need not be adhered to, if the Company is not a public Co. or a subsidiary of a Public Company.

In such a case the additional director can be regularised just be filing form 32 with ROC.

Correct me if I am going wrong.

Best Regards

Priya Sharma

 
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Company Secretary and Compliance Officer

Originally posted by : Priya Sharma

I second Ankur Sir and Yogesh.

One more addition to the last post, the provisions of section 257 need not be adhered to, if the Company is not a public Co. or a subsidiary of a Public Company.

In such a case the additional director can be regularised just be filing form 32 with ROC.

Correct me if I am going wrong.

Best Regards

Priya Sharma

Agree...

In case of private company also would advise you to pass a GM resolution to regularise...in EGM or AGM...and file form 32 accordingly.

 
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CA Final - Group II cleared

Hi Priya,

 

Yes you are right that Sec. 257 is NA to Private Company.

 

Hence in Pvt. Co., additional director can straight way show his intention in any GM regarding his regularization. If ord resolution is passed, he will be regular director.

 

But i have one question (related to the discussion going on) as Sec. 260 (Additional Director) and Sec. 257 is NA to Pvt. Co. - hence if additional director is appointed in Pvt. Co., can he be regularized in BoD meeting instead of GM?

 
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Company Secretary and Compliance Officer

No Sir...


It is not advisable to keep the appointing and regularising authority same even if the same is not dealt with by a specific section in case of a private company. Especially when the same can easily be regularised through a GM resolution in case of a private company practically.


Total thanks : 1 times

 
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