Appointment of director

Page no : 2

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 08 June 2009

No, The concept of rotational and non-rotational directors is not applicable to First Directors of the company.

If you go by the language of Section-256, first directors held office till the that General Meeting which hels before first AGM of the company.

In that General Meeting (which held before first AGM)a ll first directors retires and eligible for re-appointment.

Regards

Mamta Batra (CS) (376 Points)
Replied 08 June 2009

Thx a lot Ankur

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 09 June 2009

Thanks for appreciation Mamta...

Khushboo Maheshwari (Company Secretary) (548 Points)
Replied 10 June 2009

For Ankur Sir

Sir you have mentioned a point wherein you have said the Additional Director can be regularised in EGM and there is no need to wait till AGM, but my point here is that if AD has a kind of power to hold office upto AGM then why to regularise him in EGM before his office expires. Can you please clarify that for example if some one has power to stay in office till one year then why to reappoint him again in half of the year. I hope my question is clear. Waiting for your reply

Regards

CS Ekta (Company Secretary) (309 Points)
Replied 10 June 2009

Dear Ankur,

As you rightly that going by the text of section 254, 255 & 256, First Directors has to be appointed in a GM held before the First AGM.

But I don't think this is applicable in case the First Directors are appointed by the articles of the Company?

Please confirm whether I am right or wrong?

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 10 June 2009

Hi Khushboo,

Kindly appreciate there is nothing to clarify. In your query you have mentioned “why to reappoint him again in half of the year”.

Let me tell you as per my personal understanding we are not re-appointing him. We are simply regularizing him in General Meeting.

If by chance in between 2 AGMs you are convening EGM then why not regularize the AD in that EGM. Alternatively as I have already mentioned in my reply to Gaurav you may regularize the AD in AGM. No issue at all.

As far as reappoint him again in half of the year is concerned I would say this matter is purely a Secretarial matter and Director has nothing to do with that.

Comment on No need to wait till AGM

Regularize him in AGM or EGM does not make any difference as far as his/her power and duties are concerned. If you want to regularize him in AGM (escaping EGM) you may go ahead as you are 100% within 4 corners of law.

But I would always loves to play with law keeping myself within 4 corners of law as I have a bit aggressive approach.

Best Regards

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 11 June 2009

Hi Ekta,

You are right. My earlier reply was drafted keeping in view the Deemed Director u/s 254.

As you are aware that there may be 3 kinds of First Directors:

1. First Directors named in AOA or

2. First Directors appointed by subscribers read with Regulation 64 of Table A or

3. Deemed Directors u/s 254.

In first 2 kinds of First Directors ====they shall vacate their office at the first AGM u/s 256(1).

And First Director mentioned in point 3 ==i.e Deemed Directors u/s 254 shall vacate his office at the GM u/s 255 which held before the first AGM. This GM may be EGM or SGM. There is also a DCA Clarification to that effect.

Would like to hear from you on the discussion above.

Best Regards

Mamta Batra (CS) (376 Points)
Replied 20 June 2009

Hi Ankur Sir

Suppose the directors are appointed by naming in the AOA, in this situation whether we need to convene EGM to appoint them as rotational director and non-rotational director?

So that we can retire the rotational director in the the AGM held after the EGM.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 20 June 2009

First Directors named in AOA shall vacate their office at the first AGM u/s 256(1) and when they vacate you can again appoint them as director in the same AGM as per the Agenda.

When you draft the resolution for their appointment in AGM specify in the resolution whether they are rotational or non rotational director for future purpose.

Best Regards

Mamta Batra (CS) (376 Points)
Replied 20 June 2009

thank you so much ankur sir

PRATIK (article) (31 Points)
Replied 11 February 2010

IS A ADDITIONAL DIRECTOR APPOINTED DURING THE YEAR IN A PVT LTD BE REQUIRED TO BE RE-APPOINTED IN THE NEXT AGM ??? WE HAVE FILED FORM 32 FOR THE SAME .

AND IF WE WANT TO CONVERT THEM TO DIRECTORS PLS STATE THE PROCEDURES

Mitali Agarwal (Company Secretary) (638 Points)
Replied 11 February 2010

Mr. Pratik,

I would like to correct you in the line "BE REQUIRED TO BE RE-APPOINTED IN THE NEXT AGM "

Instead of word"re-appointed" the word "regularised" should be used.

An additional director appointed in a board meeting has to be regularised in coming General Meeting i.e. AGM (if no EGM held) as he/she will vacate his office in the coming AGM.

Mitali Agarwal (Company Secretary) (638 Points)
Replied 11 February 2010

Section 260 (Additional Directors) is applicabel to both private & public companies.

Secondly, if 2 Forms 32 are reqd. to be filed.

1- At the time of appointment of Additional Director

2- At the time of his/her regularisation in the General Meeting.

neha chhawchharia (partner) (26 Points)
Replied 07 January 2012

Dear Ankur

Please suggest me whether in a private limited company if the article of association permits for appointment of regular director by board meeting ,The directors (regular)can be appointed by board,

santoshdiwane (santoshdiwane@yahoo.co.in) (21 Points)
Replied 03 March 2012

there is one Query, what is procedure for appointment of New candidature as a director of Company by inform in 21 days notice other than procedure as vested in section 257 of companies act ????