Facts of the company: 1) ABC co. is private limited. 2) Litigation case is going one. 3) Two groups of shareholders are there . 4) Addtional director was appointed and was regularised by holding AGM and DIR-12 was filed for regularisation. But in agm by mistake the voting was done by show of hands instead of poll. Even though the major shares are in our side, the resolution was not passed which was realised later on. Only two directors were there on board including the additional director appointed. And now we want to appoint another director . So can we appoint the additional director through backend process? can we appoint the same director ? PLEASE REPLY URGENTLY
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APPOINTMENT OF ADDITIONAL DIRECTOR THROUGH BACKEND PROCESS
Replies (2)
You can proceed . There won't be much issue if other members has no qualification on additional director
If resolution specifically state about voting through poll or poll ordered by chairman suo motu or validly demanded u/s109 and articles talk about it ,then only you have to go through poll else resolution for regularisation is passed without any defect, rest part ,Board if unless contrary prescribed in AOA can appoint Additional director at duly convened meeting
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