khushboo (CS) (234 Points)
22 November 2010Hello everyone
CA. Praveen Gupta
(CA )
(346 Points)
Replied 22 November 2010
Director of company appointed in GM (generaly) so in EGM you can do the same
khushboo
(CS)
(234 Points)
Replied 22 November 2010
But sir i am asking that which section is application while change in designation of Add. director to Director in EGM
?????
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 22 November 2010
Regularisation of AD is governed by section 257 in public company which talked about a General meeting only. So you can easily regularise your AD in the EGM before the AGM by following the procedure given in section 257. There is no doubt about the opinion above.
Thanx
Yogesh Shah
(Managing Corporate Finance)
(1051 Points)
Replied 22 November 2010
Hi Folks,
I would like to add one more point ...
Sec. 260 - Additional Director shall hold office only UPTO the date of next AGM. (As the word 'UPTO' is used, Additional Director can be regularized anytime before forthcoming AGM)
Sec. 257 - if Additional Director is to be regaularized, special notice before 14 days of GM is required.
Since Additional Director is not a retiring director u/s. 255-256 and hence complinace with Sec. 257 is necessary.
Priya Sharma
(Company Secretary & Student.MBA)
(998 Points)
Replied 22 November 2010
I second Ankur Sir and Yogesh.
One more addition to the last post, the provisions of section 257 need not be adhered to, if the Company is not a public Co. or a subsidiary of a Public Company.
In such a case the additional director can be regularised just be filing form 32 with ROC.
Correct me if I am going wrong.
Best Regards
Priya Sharma
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 22 November 2010
| Originally posted by : Priya Sharma | ||
 |
I second Ankur Sir and Yogesh. One more addition to the last post, the provisions of section 257 need not be adhered to, if the Company is not a public Co. or a subsidiary of a Public Company. In such a case the additional director can be regularised just be filing form 32 with ROC. Correct me if I am going wrong. Best Regards Priya Sharma |
 |
Agree...
In case of private company also would advise you to pass a GM resolution to regularise...in EGM or AGM...and file form 32 accordingly.
Yogesh Shah
(Managing Corporate Finance)
(1051 Points)
Replied 22 November 2010
Hi Priya,
Yes you are right that Sec. 257 is NA to Private Company.
Hence in Pvt. Co., additional director can straight way show his intention in any GM regarding his regularization. If ord resolution is passed, he will be regular director.
But i have one question (related to the discussion going on) as Sec. 260 (Additional Director) and Sec. 257 is NA to Pvt. Co. - hence if additional director is appointed in Pvt. Co., can he be regularized in BoD meeting instead of GM?
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 22 November 2010
No Sir...
It is not advisable to keep the appointing and regularising authority same even if the same is not dealt with by a specific section in case of a private company. Especially when the same can easily be regularised through a GM resolution in case of a private company practically.
Priya Sharma
(Company Secretary & Student.MBA)
(998 Points)
Replied 22 November 2010
As far as I think there is no problem in regularising an additional director of a Private Company in a Borad Meeting, howevere one should refer the Articless of Association of the Company.
Wait for the views of the experts.
Regards
Priya
Priya Sharma
(Company Secretary & Student.MBA)
(998 Points)
Replied 22 November 2010
Thanks for guiding Ankur Sir.
punit
(CA final)
(290 Points)
Replied 23 November 2010
hello khushbu...additional director can be appoited as regular director..if any public company want to appoint director other han retireing director than they have to folow a procdure...14 day notice...to a shareholder..u can read this in comnies act
Vaibhav Shukla
(Company Secretary)
(142 Points)
Replied 23 November 2010
Completely agree with Ankur sir......
Vaibhav Shukla
(Company Secretary)
(142 Points)
Replied 23 November 2010
Completely agree with Ankur sir......
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