Appointment of director

Dear Mamta!

Public limited Company can appoint 3 more directors directly as a regular director,if you are appointing them through AGM , however you can appoint them through Board Meeting as a Additional Director  to hold the post of Director up to coming AGM .

If you are appointing them through AGM you are required to file form 32 as Director.

but if you are appointing them as additional director  you need to file form 32 twice first within 30 days of passing Board Resolution  for appointment as additional Director, second, as appointment of regular Director within 30days of AGM .

In AGM you can pass ordinary resolution hence no need to file form 23 , but as it is special business, provide explanatory statement in AGM notice regarding regularasation .

As per my knowledge section 263 a motion shall not be made for the appointment of two directors through single resolution ,hence you can pass two different resolution for two directors in the same meeting.

If you want detail checklist for appointment of directors I will post same afterward .

regarding rotational Directors you have to pass  resolution in AGM that these directors are eligible for retire by rotation hence retired and can be reappointed through same meeting

If  you are reappointing them no need to file form 32 but if they are not getting reappointed then you have to file form 32 for their retirement.

I am not getting you point regarding " 1direcor is non-rotational " so I am not able to provide clarification on that point .

Regards , Ms. Gargi

Dear Mamta,

I totally agree with ms. gargi............., I have done it before in my company...you just appoint the directors at BM as Additional Director and afterwards confirm them in AGM and file f-32 as suggested by gargi...

as far as retire by rotation is concerned if the directors are retiting then retire the same and reappoint him in the same AGM.......

Warm Regards,

Gaurav Kumar

Dear Ankur Sir,

first of all thanks for correcting me

yes we can appoint regular director through EGM also but if we are appointing director as additional director in EGM we need to regularise him only through AGM . 

It is policy of my Co. if they incerese number of director they initialy appoint director as additional director and regularise him through EGM.

however I totally agree with you  as legally it is not at all necessary to appoint director initialy as additional director through EGM.  

Gargi,

Kindly appreciate Section 257 govern the regularisation and Section 260 govern the appointment of A.D.

Section 260 talks about the appointment & tenure of AD and remain silent about further course of action.

Section 257 deals with the regularisation through GM.

Hence in my view and as per Section scheme discussed above your interpretation is incorrect.

I totally disagree with the line below:

I think this section specificaly mention need of regularisation through AGM

As section 260 is absolutely silent about regularisation.

Regards 

Dear Ankur Sir,

Please refer  my earlier  modified reply, I was modifying my reply when you posted your clarification to section 260 ,as I come to know that you were talking regarding  appointment of regular director  .

but still I am confused about AD point you mentioned as section 260 about appointment of AD states that AD should be regularise through AGM only.

Thanks Ankur Sir for clarifying my doubts ! It was indeed nice explanation .

Dear Ankur Sir,

If we are regularising the director in General Meeting then it not mandatory to take it in coming EGM, Law is silent on that...you can skip the regularisation of Dir. for any reason if there is an EGM in between and can take the regularisation in coming AGM..and file the form accordingly....

warm regards,

Gaurav

Hi Gaurav,

Perfect observation by you.

If EGM is held in between as per the example given by me above then in that case you have 2 options.

1. You may regularise the director in the EGM itself.

2. You may regularise him in the coming AGM.

Regards

Can I appoint all the 3 directors as regular director by convening EGM? What about Section 258?

Further, Out of these 3, 1 is to be appointed as Non-rotational and rest as rotational director.

Can anyone provide me resolution in this regard?

whether the concept of rotational and non-rotational directors is not applicable to First Directors of the company?

Hi Mamta,

Firest of all check the following points for coming to the question rotational or non-rotational:

1.Your Company is Pvt. or Public.

2. What your company article says?

3. What your resolution says about there appointment?

Secondly rotational and non -rotational provisions are  not applicable to Private company.

Regards

Ajay