Director

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Querist : Anonymous

Querist : Anonymous (Querist)

08 September 2010 If a Director is not willing to be re-appointed in the AGM and if the Company is not looking for appointment of a new director on the same position then..how to draft the Notice of AGM & do we need to pass his resignation resolution in the AGM. If yes, pls. send the draft of the point to be included in the Notice & the draft of the Resolution.

Ankur Garg

Ankur Garg (Expert)
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08 September 2010 There are 2 options available:

1. He may give his resignation from the designation of director.

2. If he is a rotational director for the purpose of ensuing AGM then there is no need to re-appoint him as director. In this case file form 32 within 30 days of AGM.

Revert if there is any doubt

Ankur Garg

Ankur Garg (Expert)
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08 September 2010 Further in second case if he is unwilling to be re-appointed then there is no need to put the same in AGM Notice bcoz as per section 173 Appointment of director is the real business, which needs to be mentioned.

Also there is no need to pass his resignation resolution in the AGM. Simple noting in the minutes is enough.

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Querist : Anonymous

Querist : Anonymous (Querist)

09 September 2010 If in case of a director retiring by rotation & willing to be re-appointment in the AGM, then we write:

1.To appoint a Director in place of Mr. X, who retires by rotation, and being eligible, offers him-self for re-appointment.

Now that, he is not willing to be re-appointed, & that the office of that director is not filled in the AGM, then is there any default u/s. 256 (3) & (4).

Regards,
Pranali

Ankur Garg

Ankur Garg (Expert)
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09 September 2010 Hi,

Requirement of section 256 (3) is optional one. Kindly check the use of word "may".

For the sake of section 256 (4) take note of rotational retirement of director through a resolution in the AGM and expressly resolved that company is not going to fill the vacancy.

But according to me this would be a special business as no appointment is gonna happen in AGM u/s 173.

Cover everything in explanatory statement.

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Querist : Anonymous

Querist : Anonymous (Querist)

09 September 2010 Are you sure it would be the Special Business..Plz reply

Ankur Garg

Ankur Garg (Expert)
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09 September 2010 This is my interpretation. you tell me ordinary business u/s 173 is for appointment of director which is not going to happen in your case. So how can you treat the same as ordinary business?

On the other hand if u want to cover the same as an ordinary business then go ahead as this is not a very big deal coz u r disclosing everything.

AS per my opinion ROC is not going to object on this. Now decide yourself.

Rgds

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