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Discussion > Corporate Law > Resolutions >

Change in Designation of Add Director

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CS


[ Scorecard : 234]
Posted On 22 November 2010 at 11:10 Report Abuse

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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CA. Praveen Gupta
CA


[ Scorecard : 336]
Posted On 22 November 2010 at 11:41

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





khushboo
CS


[ Scorecard : 234]
Posted On 22 November 2010 at 11:47

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

?????




Ankur Garg
Company Secretary and Compliance Officer


[ Scorecard : 103868]
Posted On 22 November 2010 at 13:02

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




khushboo
CS


[ Scorecard : 234]
Posted On 22 November 2010 at 13:03

thanx sir




Yogesh Shah
CA Final - Group II cleared


[ Scorecard : 1035]
Posted On 22 November 2010 at 15:56

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.




Priya Sharma
Company Secretary & Student.MBA


[ Scorecard : 998]
Posted On 22 November 2010 at 16:18

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




Ankur Garg
Company Secretary and Compliance Officer


[ Scorecard : 103868]
Posted On 22 November 2010 at 16:22

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.




Yogesh Shah
CA Final - Group II cleared


[ Scorecard : 1035]
Posted On 22 November 2010 at 16:29

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?




Ankur Garg
Company Secretary and Compliance Officer


[ Scorecard : 103868]
Posted On 22 November 2010 at 16:38

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.



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