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Additional director appointed after issue of notice for agm

C.S. Rajesh Pillai (Company Secretary and Compliance Officer) (181 Points)

25 April 2013

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

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3 Replies

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 26 April 2013

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 Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 21 May 2013

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)
Replied 13 February 2014

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