Appointment of director

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pradeep yadav (Querist)
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14 January 2015 Dear Sir/Mam,
I want to ask that whether a private limited company having 2 directors can appoint a new director during the year by passing board resolution with holding any kind of general meeting.
Its urgent.
Thanks in advance

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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14 January 2015 Yes company can appoint additional director at board meeting

pradeep yadav

pradeep yadav (Querist)
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14 January 2015 Sir, Do you mean that after appointing additional director through board resolution there is no need pass resolution in Upcoming AGM.
IS there any Difference between Additional Director and Normal Director.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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14 January 2015 Additional director hold office upto the date of ensuing AGM of the company. Hence, at AGM additional director need to be regularized at AGM i.e you have to pass resolution at AGM.

There is no difference between additional director and normal director except the tenure of appointment as explained above

CA NAVEEN SINGLA

CA NAVEEN SINGLA (Expert)
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14 January 2015 There is no Logic of Passing Resolution in AGM because the Board would elect an Additional Director in any EGM held which means it has already been put into knowledge of Members

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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14 January 2015 kindly note that pursuant to section 161 of the companies act 2013 power to appoint additional directors is vested with board of directors subject to the provision in AOA.

Additional director can't be appointed by shareholder.

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