Additional director

Yes it is legally viable. However the tenure of additional directors is limited due to restriction put in section 260 of the companies act, 1956.

So I would advise you to hold a general meeting of shareholders and pass 2 different ordinary resolutions for appointing your additional directors as ordinary directors.

Within 30 days of passing ordinary resolutions file form 32 with ROC for “change in designation”.

Regards

SAMPLE SHAREHOLDERS’ RESOLUTION FOR APPOINTMENT OF DIRECTOR

“RESOLVED THAT Mr. Amit Daga, who was appointed as an Additional Director with effect from April 03, 2007 on the Board of the Company in terms of Section 260 of the Companies Act, 1956 and Article _______of Article of Association of the Company and who holds office upto the date of this Annual General Meeting, be and is hereby appointed as a director of the company.”

Ofcourse legally viable... Additional Director is also a director of the company. Just their tenure is limited uplo the AGM. You have to regularise them on the AGM.

Agree with both Ankur

Does it make any difference if we regularise the additional director in AGM rather than appointing them in EGM?

Agree with experts. Just hold a GM and pass necessary resolution to appoint additional director as regular / ordinary director.

@ aditya : no not nexessary to hold EGM as additional director can hold their place upto the next AGM or date of AGM normally to be held i.e. 30th Sept.

Originally posted by : CS Aditya Agrawal
	Does it make any difference if we regularise the additional director in AGM rather than appointing them in EGM?

No there is no difference. The point here to understand is—

In a public company by virtue of section 257 a GM is required for regularizing a director. So there is no need to wait till AGM for regularizing a director. If EGM is due before AGM, then simply regularizing a director by passing an ordinary resolution.

However if no EGM is due before AGM, then simply regularizing the director by passing an ordinary resolution in the AGM.

Regards