Appoitment of Additional Director as Director - Professionals - Legal - TIK Share
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Appoitment of Additional Director as Director


SANJAY KUMAR GANNA

2014-06-12

Hi Friends,
 
I have filed form 32 appointing X & Y as additional Director as per Board Meeting as per section 260 of Companies Act 1956 in a private limited Company.
 
Now in the ensuing AGM we want to appoint them as Director of the company.
 
Provide me the steps to be taken as new companies act also have effect.
 
Further in Notice of Company i am having doubts
 
i am enclosing performa drafted one for your reference.
Kindly advise in this regard.
 

NOTICE

 

Notice is hereby given that the 1st Annual General Meeting of the Shareholders of M/s Pvt Ltd will be held at the registered office situated at Address, on the 11th day of August 2014 at 10.30 A.M. to transact the following business:

 

Ordinary Business:

 

  1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2014 and Profit and Loss Account for the period ended 31st March 2014 and report of the Directors and the report of the Auditors thereon.

 

  1. To Appoint …………… the Auditors and to authorize the Board to fix their remuneration, in place of ..............................................

 

“RESOLVED THAT M/s …………..., Chartered Accountants, Bangalore, be and hereby appointed as Auditors of the company, to hold office from the conclusion of this meeting up to the conclusion of the next Annual General Meeting of the Company on a remuneration to be fixed by the Board of Directors of the Company in consultation with the Auditors plus such out of pocket expenses as may be payable to them in respect of the Audit of the Company for the financial year 2014-15.

 

Special Business:

 

To consider and if thought fit, to pass, with or without modification(s), the following resolutions as an Ordinary Resolution:

 

"RESOLVED THAT Mr.X, was appointed as an Additional Director of the Company by the Board of Directors as per Articles of Association of the Company and Section 260 of the Companies Act, 1956 and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a Notice in writing proposing his candidature for the office of Director, under Section 257 of the Companies Act, 1956 and who being eligible for appointment to the office of Director, be and is hereby appointed as Independent Director of the company.”

 

"RESOLVED THAT Mr. Y, was appointed as an Additional Director of the Company by the Board of Directors as per Articles of Association of the Company and Section 260 of the Companies Act, 1956 and who holds office upto the date of this Annual General Meeting and in respect of whom the Company has received a Notice in writing proposing his candidature for the office of Director, under Section 257 of the Companies Act, 1956 and who being eligible for appointment to the office of Director, be and is hereby appointed as Independent Director of the company.”

NOTES:

 

  1. A member entitled to attend and vote at the General Meeting may appoint a proxy who need not be a Member to attend and vote on his behalf.
  2. Proxies to be effective must be deposited at the Companies Registered office not less than forty-eight hours before the time fixed for holding the meeting.
  3. Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956, relating to Special Businesses to be transacted at the meeting is annexed hereto and forms part of the Notice