Urgent- Regarding appointment of a director in EGM

[sonia vajpayee]

if a director is being appointed in EGM and articles empower the appointment of a director by convening EGM then my Question is that : is there any requirement to appoint that proposed appointee in BOD meeting first or not.

Thanks & Regards,

 CS Sonia Bajpai

 New Delhi-110044.

[Amar Hussain]

In the BM, every person will be appointed as Additional Director only (not as Director)

In the general meetings, every person can be appointed as Director without being appointed as Additional Director in the BM.

If any person appointed as Additional Director in the BM then such Addl. Director will/can be regularized as Director in General meeting.

Amar Hussain Shaikh

M.A., LLB., CS

Hyderabad

9440424559

 

--
--
************************************************
Mail your comments, feedback and suggestions on CSMysore to Moderator: datta...@gmail.com and Manager: vivekhe...@gmail.com
 
Find eNewsletters of ICSI Mysore at: www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspx
 
---
You received this message because you are subscribed to the Google Groups "CSMysore" group.
To unsubscribe from this group and stop receiving emails from it, send an email to csmysore+u...@googlegroups.com.
For more options, visit https://groups.google.com/groups/opt_out.
 
 

[Nithyakalyani Kannan]

It is optional, either to appoint in Board meeting or in EGM. You can decide either of the way. Only difference is that if he is appointed in Board meeting, he'll be appointed as Additional director. If appointed in EGM, he can be appointed as Director.

Regards,
CS Nithyakalyani

Sent on my BlackBerry® from Vodafone

---

From: sonia vajpayee <soniavaj...@gmail.com>

Sender: csmy...@googlegroups.com

Date: Wed, 3 Apr 2013 13:40:26 +0530

To: <csmy...@googlegroups.com>

ReplyTo: csmy...@googlegroups.com

Subject: [CSMysore] Urgent- Regarding appointment of a director in EGM

--

[sonia vajpayee]

So if a Director is being appointed in EGM then there is no need to appoint him first as additional director/director in BOD Meeting. 

He may be directly appointed as Director in EGM. right.

--

-

[Nithyakalyani Kannan]

Yes.

Sent on my BlackBerry® from Vodafone

---

From: sonia vajpayee <soniavaj...@gmail.com>

Sender: csmy...@googlegroups.com

Date: Wed, 3 Apr 2013 14:04:21 +0530

To: <csmy...@googlegroups.com>

ReplyTo: csmy...@googlegroups.com

Subject: Re: [CSMysore] Urgent- Regarding appointment of a director in EGM

[Shrikanth Vasudev]

There is no any requirement that the appointee be appointed at Board Meeting. If you wish to appoint him, appoint as Additional Director as per sec 260 who shall hold office upto the forthcoming AGM, and shall have to be regularized to continue in the board at agm, who if not appointed shall cease to hold the office or else he can be regularized by convening EGM.

On Wed, Apr 3, 2013 at 1:47 PM, Nithyakalyani Kannan <nithya.k...@gmail.com> wrote:

[esha sharma]

My query is from Mr. Nithya and Aman..can u guys pls specify the relevant section or provision where it is mentioned that if a Director is being appointed in EGM then there is no need to appoint him first as additional director/director in BOD Meeting. 

[Amar Hussain]

A person can not be appointed as director in BM (it can be done in private companies but have to check Articles)

If that person is appointed as Additional Director then such person will have to be regularized in the next AGM (if company wants regularize)

If EGM is being conducted for any other purpose wherein you have to appoint a person as Director, it can be don

If a person is appointed in BM then form 32 to be filed as Addl. Director after that such person has to be regularized in EGM.  After regularization another form 32 will be filed. Here filing for form 32 is twice.

Here however EGM is going to be held to appoint a person as a Director then form 32 be filed for appointment of director.  Here filing of form 32 is one time only.

Amar Hussain Shaikh

M.A., LLB., CS

Hyderabad

9440424559

 

[balaram desina]

Dear Esha,

 

 

Directors can be appointed in the Company either by the Board or by the Members.

 

 

Normal procedure is Board can appoint any one as per Section 260 - Additional Director, 262 - Filling of Casual Vacancy or 313 - Alternate Director, of the CA, 1956. As explained by our members, Additional Director tenure comes to an end by the next AGM. U cant appoint any one directly as a Director. Board can appoint any one under above sections only.

 

 

So if any one would like to appoint directly as a Director then he/she can be appointed as Director as per section 255, 256 and 257 in the Members Meeting only.

 

 

 

Regards,

 

CS. D. Balaramakrishna

91-9393856235

 

 

On Wed, Apr 3, 2013 at 4:23 PM, esha sharma <esha...@gmail.com> wrote:

--

Thanks & Regards

CS.D.Balaramakrishna

MBA,LLB,MA(HR),ACS
Company Secretary
91-9959850156

 

 

This e-mail and any files transmitted with it are for the sole use of the intended receipnt(s) and may contain confidential and privileged information.

If you are not the intended receipient, please contact the sendor by reply e-mail and destroy all copies of the original message.

Any unauthorised review, use, disclosure, dissemination, forwarding,printing or copying of this email or any action taken in reliance on this e-mail is strictly prohibited and may be unlawful.

 

 

[esha sharma]

Thanx Mr. Balaramkrishna for your reply, as i was very much aware of the fact that:

Normal procedure is Board can appoint any one as per Section 260 - Additional Director, 262 - Filling of Casual Vacancy or 313 - Alternate Director, of the CA, 1956. As explained by our members, Additional Director tenure comes to an end by the next AGM. U cant appoint any one directly as a Director. Board can appoint any one under above sections only.

Actually my confusion was with respect to appointment of director directly in general meeting.But now the situation is clear in the section 255 as mentioned by you.

As per section 255(2) (2) The remaining directors in the case of any such company, and the directors generally in the case of a private company which is not a subsidiary of a public company, shall, in default of and subject to any regulations in the articles of the company, also be appointed by the company in general meeting,