Appointment of director

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Querist : Anonymous

Querist : Anonymous (Querist)

26 August 2012 Can a new director be appointed at the annual general meeting.

what is the procedure to be taken care in the notice of agm and proceedings of agm for the same?

Ajay Mishra

Ajay Mishra (Expert)
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26 August 2012 Hi

Yes, You can appoint Director at AGM, pursuant to the provision of section 257 of the Companies Act, 1956.

Ajay Mishra

Ajay Mishra (Expert)
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26 August 2012 CERTIFIED TRUE COPY OF THE ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)

“RESOLVED THAT pursuant to the provisions of Section 257 and other applicable provisions, if any, of the Companies Act, 1956 (including any modification or re-enactment thereof) (Name of the person appointed) in respect of whom a notice in writing has been received by the Company proposing his candidature for the office of Director under section 257 of the Companies Act, 1956, be and is hereby appointed as director liable to retire by rotation.”

Querist : Anonymous

Querist : Anonymous (Querist)

26 August 2012 Thanks a lot, sir. So, accordingly, a specific mention for appointment of director has to be given under special business in the notice?

Please correct me if I am wrong.

Ajay Mishra

Ajay Mishra (Expert)
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26 August 2012 Hi

Yes, it is special business and as ordinary resolution is required to be passed.

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Querist : Anonymous

Querist : Anonymous (Querist)

26 August 2012 Thanks Sir for your guidance.

Querist : Anonymous

Querist : Anonymous (Querist)

30 August 2012 Sir, will the resolution be same in case the director appointed in AGM is to fill casual vacancy of a director.

Thanks

Ajay Mishra

Ajay Mishra (Expert)
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30 August 2012 No,

It will be Board Resolution for appointing casual vacancy:

"RESOLVED THAT pursuant to the provisions of Section 262 and other applicable provisions (including any modification or re-enactment thereof), if any, of the Companies Act, 1956, Mr. ________(Name of the person whose appointment is proposed) be and is hereby appointed as director to fill the causal vacancy, caused due to the vacation of office of Mr._______(Name of the original director), director of the company before the expiry of his term of office, to hold the office till the date the outgoing director would have held office.”

"RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby severally authorized to do all the acts, deeds and things which are necessary to the appointment of aforesaid person as alternate director of the Company.”

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