Appointement of independent director

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Ramji Kumar Dubey (Querist)

19 December 2014 i want to appoint independent director without calling AGM or EGM, but through board meeting now and later i will approved in AGM.

Can i do the same by passing board resolution now?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

20 December 2014 You can appoint a person as an Additional director at board meeting now and at AGM at the time of regularization of additional director you can appoint it as an independent director

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Ramji Kumar Dubey

Ramji Kumar Dubey (Querist)

20 December 2014 any section or rules which validate the same

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

20 December 2014 Appointment of independent director shall first be considered in the meeting of the
Board of Directors and later on approved by the company by way of ordinary resolution in general meeting as per Section 152(2).
However, the second tenure of five consecutive years shall be
by way of special resolution passed in the general meeting.

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Ramji Kumar Dubey

Ramji Kumar Dubey (Querist)

20 December 2014 but exactly the same is not written that it is first appointed by BOD

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