Ratification of Appointment of additional director

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VINITHA RAJESH (Querist)

13 December 2010 An additional director is appointed in the board meeting. His appointment is valid only upto the conclusion of the forthcoming AGM. In the AGM his appointment as director in BM is to be ratified. What is the procedure and also provide a fromat of the resolution to be passed in the AGM. Is he liable for retirement by rotation.

Jayashree S Iyer

Jayashree S Iyer (Expert)

13 December 2010 1) In the AGM notice, include "Appointment of Additional director as Director" as a special item and give explanatory statement in terms of section 173(2)
2) If it's a public company, as per section 257 the director should propose himself for being appointed as director or a member should propose him for the directorship and make a deposit of Rs. 500/- which is to be refunded if he gets elected. (not applicable in case of Private Company)
3) Format of the resolution - Pass the following resolution as an Ordinary Resolution.
“RESOLVED THAT Mr X who was appointed as an Additional Director of the Company with effect from 30th November, 2009 and who holds office upto the ensuing Annual General Meeting of the Company, in terms of Section 260 of the Companies Act, 1956 and from whom the Company has received a Notice in writing under Section 257 of the Act, offering his candidature for the Office of Director of the Company, be and is hereby appointed as a Director of the Company liable to retire by rotation.”

udit sharma

udit sharma (Expert)

13 December 2010 Hi agreed with the expert!Business will be special and resolution will be Ordinary.

Format of the resolution please visit the following link:
https://ourprofessionalteam.com/index.php?option=com_oscontent&view=article&id=2773&catid=353&Itemid=63

God Bless

Udit Sharma

Ajay Mishra

Ajay Mishra (Expert)

13 December 2010 Agreed with Experts.....

Ankur Garg

Ankur Garg (Expert)

13 December 2010 SAMPLE BOARD RESOLUTIONS:

For some more sample board resolutions kindly visit the link below:

1. https://www.caclubindia.com/forum/download-corporate-law-professional-files-70021.asp

2. https://www.caclubindia.com/articles/ca-articleship-some-useful-corporate-board-resolutions-ii-5874.asp

3. https://www.caclubindia.com/articles/ca-articleship-some-useful-corporate-board-resolutions-i-3911.asp

ARUN KUMAR MAITRA

ARUN KUMAR MAITRA (Expert)

24 May 2017 Mr. X was appointed as M.D. of a Public ltd. Company by its Board of Directors without first appointing him as an Additional Director.Later on the board passed a fresh resolution in super-session of the earlier resolution appointing him as an additional director with retrospective date and subject to approval of shareholders passed a further resolution for his appointment of M.D. with retrospective Will the said appointment of Mr. X as Additional director as well as M.D. be valid?Is there any relevant case law on this issue?

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