Directors Appointment in AGM

[Gagan .M]

Hi Everyone,

Can we appoint a Director in the AGM of the Company directly without appointing him as an additional Director in the Board Meeting.

We are going to show him as a "Proposed Director" in the AGM notice and after shareholders appointment we will file Form DIR-12 within 30 days of AGM. Kindly let me know whether this is a right practice?

Thanks & Regards,

Gagan M

[CS V Kartik]

I don't think it will be a correct practice to do. If he fails to get appointed as an additional director at the Board meeting u/s 161, then you can appoint him as an Additional Director by conducting an EGM & then he shall hold office as an additional director till the ensuing AGM. Subsequently, he will be appointed as a Director at the AGM.

Kartik

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[Gagan .M]

Yes sir I agree for that but as per section 152(2) says that " Save as otherwise expressly provided in this Act, every director shall be appointed by the company in general meeting" that means we can appoint Director directly in the General Meeting ?

[CS Rakesh Kumar]

Yes directors can be appointed in shareholders meeting directly

On Thu, Sep 29, 2022 at 1:50 PM Gagan .M <gaga...@gmail.com> wrote:

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Thanks & Best Regards

CS Rakesh Kumar

B. Com, MBA, FCS

Rakesh & Co.

(Company Secretaries)

La Residentia, Tower-18, Flat-104

GH-06A, Tech Zone-IV, Greater Noida (W), Gautam Budh Nagar-201306, U.P.

Cell No.-+91-98119 09137

[CS V Kartik]

I think many companies are doing like that. Instead of appointing them as AD, they directly appoint as a Director in EGM or AGM.

Kartik

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[Ramesh Chandra Barik]

Yes Sir, you can do that instead of appointing as an additional director.

On Thu, Sep 29, 2022 at 1:50 PM Gagan .M <gaga...@gmail.com> wrote:

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[Nisha Sarayan]

A director is appointed as additional director only if we cannot call EGM or AGM is not going to held at the time of his appointment. So we appoint him as an additional director till ensuing EGM. 

But if the AGM is being conducted during the time of his appointment we can appoint him directly in AGM.

There is no need to appoint him additional director.

THANKS & REGARDS

CS NISHA SARAYAN

nsara...@gmail.com

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[Gagan .M]

Thank You everyone.

Regards,

Gagan M