Can we apoint additional director as regular director after issuance of notice of AGM in the same AGM. We hold BM at 3rd july for adoption of acs n fixing date of AGM. N AGM date is 29th September 09 and in the BM of 28th Sept09 we apoint additional director. Can we reapoint him as regular director in AGM(as notice date will be 3rd july).Ours is Pvt Co.
| Originally posted by :Sadhana | ||
| " | Can we apoint additional director as regular director after issuance of notice of AGM in the same AGM. We hold BM at 3rd july for adoption of acs n fixing date of AGM. N AGM date is 29th September 09 and in the BM of 28th Sept09 we apoint additional director. Can we reapoint him as regular director in AGM(as notice date will be 3rd july).Ours is Pvt Co. | " |
Hi,
Since the Company is pvt, I guess the no. of shareholders must be very small. If yes , then check the notice period for conveing GM as given in the Articles of Association of the Company.
If the AOA is silent or has specified the no. of days, then.......
In my view since the AGM notice has been issued you may appoint the Add. Director at Board Meeting held after 29/9/09 i.e after the convened AGM, say on 30/09/09 or on 29th itself but at diffrent time than that of AGM.
Then convene an EGM and regularise the Director following the AOA regarding notice for GM or show EGM at Shorter notice with consent of shareholders.
Additional Director holds office till DATE OF NEXT AGM (Sec 260). If AGM is not held on that date, he shall vacate his office.
As regards his reappointment as a regular director You have to give notice in the notice of calling AGM u/s 257 (which relates to appointment of director other then retiring director). As additional director can not be called retiring director within the meaning of Sec 255. Hence;
Process is give notice u/s 257 to members regarding his appointment. Appoint him by ordinary resolution at GM (not necessary AGM). If you have already given notice of AGM, then separate notice has to be given at least 7 days before the meeting to each person entitle to notice of GM.
Provisions are same for Pvt or Pub company
Regards
CS Pawan Kumar Baid
NO.
Not possible to regularise in the AGM dated 29.09.2009. However after AGM various options available.
Regards
Section 257 is not applicable for Private Companies.
Gupta Sachdeva & Co. Chartered Accountants
New Delhi
CA Final
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Naveen Fintech Pvt Ltd
Kolkata
CA Inter
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