Whether additional director ceases to hold office as such immediately before next annual general meeting - Words “up to” occurring in the first proviso - Interpretation of - Companies Law - Letter : No. 8/3(260)/63‑PR,

Letter : No. 8/3(260)/63 ‑ PR, dated 5 ‑ 2 ‑ 1963. Subject:- Whether additional director ceases to hold office as such immediately before next annual general meeting - Words up to occurring in the first proviso - Interpretation of The Department is advised that under section 260 as additional director appointed by the board of directors of a company ceases to hold office as additional director immediately before the commencement of the next annual general meeting of the company as contemplated by section 260 and in any event he cannot continue in office after the expiry of the statutory period laid down in section 166 for holding an annual general meeting of the company. The words up to , occurring in section 260, ordinarily convey the same meaning as until . The word until may, according to the context, be read as inclusive or exclusive of the date named. Where the articles of a company provide that additional directors shall hold office only until the next following ordinary general meeting of the company , it has been held that the moment when such meeting began, additional directors were no longer in office and their office ceased just before the meeting Eyre v. Milton Proprietary [1936] Ch. 244 (CA). It may thus be inferred that additional directors were appointed by the board of directors to hold office just before the commencement of the next annual general meeting of the company. If it were intended that they should hold office until the conclusion of the next annual general meeting of the company (which generally takes place on the same day on which such meeting is convened and held), different languages would have been used by the Parliament in section 260. In this connection, the language used in section 224(1) regarding the appointment of auditors may be noted by way of contrast.