regularization of additional director in EGM

[deepali balpande]

Dear Members,

Can company regularize appointment of additional director in EGM going to hold before AGM.

Thanks & Regards,

Deepali

[V Kartik]

According to Sec 161(1) if he fails to get appointed as Director in general meeting, he shall be appointed as AD in the Board meeting who shall hold office till the ensuing AGM.

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Kartik

[deepali balpande]

Dear Sir,

My question is if a person is appointed as additional director in BM, can his appointment be regularized before AGM by holing EGM.?

Kindly share your views?

Thanks & Regards,

Deepali

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[Ramaswami Mohan]

since u are having an EGM well before the AGM due date, i think it should be in order to have this as a subject in the EGM agenda and regularize the appointment after take due procedural steps needed . Both EGM and AGM are share holders meetings , so i feel there is no harm.

views of other members welcome on this,

regards,

Mohan

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CS. R.  Mohan
Mobile: 9908814677

[V Kartik]

I have answered your query by quoting what the provision is very clearly saying. 

Once he's appointed by the board as Additional Director, he shall hold office till the ensuing AGM. (So you can't regularise by holding EGM).

Kartik

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[deepali balpande]

Good Morning Mohan Ji,

Thanks for your reply. 

With Regards,

Deepali

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[Ramachandran V]

Regularisation is only at the AGM not at the EGM

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[Trupti Shah]

Hello,

both the meetings are of shareholders meeting then apart from the section, i agree with the answer of Mohan Ji that there is no harm to regularise the directors in EGM as well

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Thanks & Regards

Trupti I. Shah

Company Secretary

E-mail:- cstrup...@gmail.com

[V Kartik]

Nevertheless, both the meetings belongs to shareholders, but the provision doesn't say like that. That's why I have shared the extract of what the provision clearly states.

The above section uses the word 'shall'. Which means it has to be mandatorily done at the AGM. If the provision would have said AGM or EGM, whichever is earlier, then I agree with people who feel that regularisation can be done at EGM.

I urge, kindly go through section 152 & 161 & understand the difference between the two, as to which section uses the word may & shall.

Kartik

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[Ankita Dhabhai]

I agree with Kartik Ji.

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Thanks & Regards Ankita Dhabhai ACS, LLB, M.com, B.com.   +91 9167375508   cs.an...@gmail.com| ankitadh...@gmail.com

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[Ramachandran V]

Kartik is right, please read the section properly, there is no confusion w.r.t. interpretation there. 

Logic has no role to play in legal interpretation. 

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V. Ramachandran

V.R. Associates

Company Secretaries

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[CS PUJA MOHAN]

Sec 161 says about  the maximum tenure of Additional directors, which is upto Annual General Meeting but its nowhere prohibits the regularization of the Additional Director in EGM.  

Regards,

Puja Mohan,

FCS: 8630

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[Lalit Tiwari]

I agree with Puja. Section 152 says save as otherwise provided in the act, the directors should be appointed by company in general meeting. Section 161 is an exception ato Section 152 which allows board to appoint additional director (as per AOA). The said appointment is upto a maximum period of date of AGM but this section 161 or any section in the Act does not prohibit the regularisation in any general meeting. To comply with Section 152 we can have the appointment in EGM.

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[deepali balpande]

Thank you so much all of you for your views.

with regards,

Deepali 

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[Thomas K]

Dear Members,

Kindly give the insight on the following scenario.

A Pvt Ltd company appointed an Addl Director in the Board on June  2018 to hold office till the conclusion of the next AGM and thereafter AGM was held in September, 2018.  But by oversight he was not appointed in the AHM held in Setember, 2018.  This mistake has been corrected in the AGM held in September, 2019 and DIR-12 filed accordingly.  What are the consequences?

Members may send in their input.

Thanks & Regards,

K. THOMAS. M.com. F.C.S.

Practising Company Secretary,

Anamallais House Annex, Chembukavu, Thrissur-680020.(Kerala)

Mob. 9895780811 / 6238514716

email. ktho...@gmail.com

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[Parchuri Sanjay]

Technically he ceases to be director at the AGM 2018. Regularising in 2019 for appointment made in June 2018 is incorrect.

Was the agenda for his regularisation put up in AGM 2018? 

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[Thomas K]

Not in agenda.  But AGM appointed him in 2019 afresh for which we are not showing that he was appointed by the board as addl director in june 2018,.  Then what will happen.

Thanks & Regards,

K. THOMAS. M.com. F.C.S.

Practising Company Secretary,

Anamallais House Annex, Chembukavu, Thrissur-680020.(Kerala)

Mob. 9895780811 / 6238514716

email. ktho...@gmail.com

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[Parchuri Sanjay]

You must have filed DIR-12 for appointment as additional director so how can this stand be taken? If not filed then may be you can do this provided that he has not signed BS or his name is referred anywhere in public documents.

Regards 

Sanjay 

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[Hemant Kothari]

I agree with the view (of people marked in the email) that AGM is not AnyGM. Just because both (AGM & EGM) are general meetings provisions can not be used interchangeably. Ex. every ordinary business of AGM becomes Special Business at EGM. 

This has been an established practice and current provisions also leave no ambiguity as to regularisation of Additional Director in AGM only. 

Rest it is an individual's choice based on his/her expertise and risk taking ability. Contrary views welcome. 

PS: Supplementary notice as per SS2 is good enough if appointment as AD is made after date of notice and before AGM. Isnt this safe and better compliance?

Regards,

CS Hemant Kothari

Cell 884 9596 204

Compliance Oriented Growth

On Fri, Feb 14, 2020 at 1:05 PM Ramachandran V <vrassoci...@gmail.com> wrote:

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