Privat company appointment of director

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sameer palshetkar (Querist)
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15 September 2012 Dear All,

Here I am asking you that why there are two type of procedures to appoint director in case of Private Companies;

1) By way of appointment of Additional Director in EGM

2) By way of Board Meeting

And also want to know that which one is proper why cant we appoint director in same way by appointing him in EGM? why there is power to appoint director by board? I am bit confused about this all so simply want to clear this doubt.

Thanks in advance.
if you can then also reply me on sameer9933@gmail.com

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Thanks & Regards
Sameer D. Palshetkar
9920230740

Ajay Mishra

Ajay Mishra (Expert)
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15 September 2012 Hi

Let me clarity, the additional director will be appointed by Board. The Director can also be appointed at general Meeting (EGM/AGM).

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Ajay Mishra

Ajay Mishra (Expert)
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15 September 2012 Hi

Appointment of additional directors:

Where the Articles so authorise, the Board can appoint additional directors, if by such appointment, the total strength of the Board is within the limit fixed by the Articles. The appointment may be made at a Board meeting or by a circular resolution.

The person so appointed can act as an additional director up to the date of next annual general meeting. This provision is not meant to enable the company to keep on its Board a person as additional director for an indefinite period of time by not holding the annual general meeting. Section 260, therefore, must necessarily be read with section 166 which stipulates that the annual general meeting be held every year and not more than 15 months shall elapse between the date of one AGM and the next.

Since the Board may appoint an additional director to hold office till the date of the next annual general meeting, his appointment needs to be appointed as a normal director by way of an ordinary resolution as a special business at the annual general meeting.

Regards

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