Dear all,
We are in the process of appointing a Director through EGM, appointment of this director is recommended by Shareholder who is our parent company.
Now , my query is what should be date of DIR-8, DIR-2 & MBP-1 with respect to this director.
whether it shall be before EGM or after EGM>
The Dir-2 (Consent to Act as a Director), DIR- 8 (Appointment and Qualification of Director) and MBP-1 ( Disclosure of Director's Interest in other concerns) is to be submitted by the director to the company. In my opinion the Date for DIR-2 and DIR-8 should be before the date of EGM as his consent and qualification is significant matter in decision of his appointment as director. And the date of MBP-1 should be on after the effective date of appoinment.
But I think Only Board Meeting is required to be called for appointment of Director, Why EGM ???
Hello Priyanka ..
Directors are appointed by Shareholders of the company and not BoD.
BoD appoint the directors only in the cases mentioned in Sec 161.
or Directors in some cases like Nominee Directors u/s 161(3) are appinted by Banks/FI/CG/SG.
or in some cases by CG, eg. There is oppression happening in the company, minority shareholders may file suit in CLB u/s 397, CLB may ask CG to appoint directors inthe company u/s 408.
or in some cases by CLB..Sec 402.
Hi all,
The effective date of director's appointment would be
the date of BoD meeting, where the appointment is made at the BoD meeting by passing a resolution appoint a person subject to ratification at next GM - AGM or EGM
or
the date of AGM or EGM where a resolution (special) is passed to this effect.
According to sec 184(1), "Every director shall at the first meeting of the board in which he participates as a director"
means MBP -1 will be given by the newly appointed director only at next BoD meeting after the BoD/EGM/AGM where the resolution for appointment was passed.
Regards,
Geetha
CAclubindia
