Additional director appointed after issue of notice for agm

Pvt ltd 3570 views 3 replies

C.S. Rajesh Pillai

Company Secretary and Compliance Officer

181 Points Joined January 2009

Directors approved the Financial Statements and sent Notice for Annual General Meeting.

An Additional Director has been appointed before the date of Annual General Meeting but after sending notice for AGM.

Sufficient notice period required as per the Companies Act is not available to re-send the notice . However, time for short notice is available but required percentage of shareholders permission is not available.

If we do not regularise, office of additional director will come to an end on the day of AGM.

Cannot transact any business in AGM other than what has been stated in the agenda to AGM Notice.

IS THERE ANY WAY TO REGULARISE THE APPOINTMENT OF ADDITIONAL DIRECTOR IN THE ABOVE CIRCUMSTANCES ?

thanks

C.S. Rajesh Pillai

Replies (3)

CS MOHIT SALUJA

PRACTICING CS Jalandhar 9914558709

5155 Points Joined April 2010

The only was is, what e use the word in Notice is after the two point i.e. approval of accounts and re-appointment of auditor, the third point is:

"any other business with the permission of the chairman"

With the use of this third line we can pas any resolution i.e. can regularise the additional director in AGM.

Even if this third point is not mentiones, the company can if it found necessary, can do any business after asking the chairman

P C Agrawal

Registered independent director Past Ch

8229 Points Joined March 2007

The concept of 'any other business with the permission of the chair' is applicable only in Board meetings and not in shareholders' meetings.

In this case the only option available is that you can again appoint that person as additional director after the date of AGM to hold office till the date of next AGM.

Megha Shah

Company Secretary & Corporate Legal

45 Points Joined January 2009

Dear Mr. Pillai,

Did u get the way out to your this issue? As i see you had posted this query 9 months before, you must have worked on the same to get the way out to it.

I'm in a similar situation and your reply would definitely help me to understand the available options.

Regards,

Megha Shah