Appointment of Independent Director as Additional Director

[Sonu Lohia]

Can an Independent Director be appointed as Additional Director and regularized in the next AGM?

Our is a Public Limited Unlisted Company with a Paid up Capital of more than 20 Crores.We already have 2 Independent Director and the Board wish to induce one more Independent Director. Is it possible to appoint him as Additional Director now and regularize the appointment in next AGM?

Please Advise

[Aditya Rungta]

Yes a director in any capacity either independent or non-independent, if appointed by the Board is to be appointed only as an additional director and should be regularised in the subsequent General meeting of the Company pursuant to Section 149 and other related provisions of the Act.

 

Regards

Aditya Rungta

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[CS Simranjeet Singh]

yes that can be done.. appoint him first as add director.. and then regularise appointment in next AGM...

here is the draft AGM OR for the same.

Resolved that, pursuant to Section 149, 152 and other applicable

provisions of the Companies Act, 2013, and the Rules made

thereunder read with Schedule IV to the Companies Act, 2013,

Carol M. Browner, who was appointed as an Additional Director of

the Company by the Board of Directors with effect from April 29,

2014 and who holds office until the date of the AGM, in terms of

Section 161 of the Companies Act, 2013, and in respect of whom

the Company has received a notice in writing from a member under

Section 160 of the Companies Act, 2013 signifying his intention to

propose Carol M. Browner as a candidate for the office of director of

the Company, be and is hereby appointed as an Independent Director

of the Company up to April 28, 2019, not liable to retire by rotation

 

 

Regards,

Simranjeet Singh

Associate Company Secretary

"To know, is to know that you know nothing. that is the meaning of true knowledge."

 

   

On Tue, Dec 9, 2014 at 2:57 PM, Sonu Lohia <sonupac...@gmail.com> wrote:

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[sonu]

Thanks a lot for your inputs! I got confused as many professional are of the view that the appointment of Independent Director is not valid unless appointed in GM. 

Please provide me the draft resolution for BM and NRC.

Warm Regards,

Sonu Lohia

[VIMAL SHARMA Compliance]

How ID can be appointed straightaway in General Meeting..    

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Thanks & Regards,

Vimal Sharma

Move out of your comfort zone, You can only grow, if you are willing to feel awkward and uncomfortable, when you try something New..