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Urgent regarding appointment of director

22 January 2020

Hello all,

I have an query regarding formatting notice of board meeting of appointment of director. Currently I have switched my job so in this organization, they have not shown appointment of director in AGM but just by simple resolution passed they appointed directly a director.. Whether it is valid or not?.

Like i have always seen that firstly director is appointed as additional director inboard meeting till the time agm is conducted then only he can become a director. Please clarify on this issue as soon as possible.

Thanks & regards,

Pooja agarwal

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8 Replies

kishan (Student CS) (25 Points)
Replied 22 January 2020

As per company law provisions a Director has to be appointed by Shareholders only; however, BOD is empowered to appoint additional director by board resolution whose term of appointment expires at the ensuing AGM.

pooja agarwal (ca) (46 Points)
Replied 22 January 2020

Thanks for the reply. . But what if board of directors appoint director

kishan (Student CS) (25 Points)
Replied 22 January 2020

Has to regularize his appointment at AGM otherwise, term expires.

pooja agarwal (ca) (46 Points)
Replied 22 January 2020

Now it will get regularize in next agm only. . This company has already passed resolution regarding appointment on 30/09/2019

kishan (Student CS) (25 Points)
Replied 22 January 2020

Kindly mention full facts.

pooja agarwal (ca) (46 Points)
Replied 22 January 2020

Actually I saw the board resolution regarding appointment of director in that it is not mentioned that the appointment was done in agm or not. . And meeting held on 30/09/2019 and director is appointed on 01/10/2019 and dir12 form with this resolution filled on 18/10/2019

Chirag (Professional) (1979 Points)
Replied 22 January 2020

Check the relevant DIR-12 filed by the company, whether CTC of board resolution is attached or CTC of Shareholder's resolution is also attached, Also in case of shareholders resolution, it will be Change in designation from additional director, Your doubt will clear immediately...

However, as per your query, I understood that your concern is Board meeting & AGM both held on same date, & It's creating confusion, that whether ,director is directly appointed in AGM/ or by board as additional director?

Here, I can suggest you to make checklist & find documents of following

Notice & Agenda of Board meeting held on 30-9-19 [Whether it includes proposal of appointment of director ]

Check Minutes [ Whether it's takena as AOB] if not include in agenda, and passed by requisite majority [CTC can be filed only after preparation of minutes in this case ]

Check same with General meeting notice [ Same day Notice can't be given by directors, If such appointment is not include in Notice + Agenda of Genreal Meeting, Either 14 days or 21 days time required ]

Mostly ,this director is appointed as an additional director {newly inducted into Board],Regularise it's appointment in Next general meeting.

Certain directors can be appointed by shareholders without appointing them as additional director, like alternate, nominee, casual vacancy of board appointed alternate director, Independent director { So, if such event happen then also check on it }