Alternate Director

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udit sharma (Querist)
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12 November 2010 Hi....

As per section 313 of the Companies Act, 1956 the board of Directors if authorised by the AOA or by a resolution passed by the members in the General Meeting can appoint a person as an Alternate Director to a Director who will not be available in the State where the Board Meetings are ordianrily held for a period of not less than 3 months.

Now, my question is which place is to be considered as the state where the Board Meetings are ordianrily held?

Now, suppose in case of A Ltd.,Whose registered office is situated in the state of Gujarat - 2 BM are held in the state of Maharashtra and 2 BM are held in the state of Rajasthan - in this case whicc will be the state we can say is the state where the BM are ordinarily held????? kindly clarify......

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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12 November 2010 If the registered office of the company is situated in either of the places in which the board meetings are held, it can be safely presumed that the company ordinarily holds its board meeting in the state in which its registered office is situated.
If not, to my understanding, LIFO method can be adopted to find out the state.

udit sharma

udit sharma (Querist)
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12 November 2010 What is this LIFO method and how it is to be used in this regard? Kindly explain sir.......

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Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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12 November 2010 LAST IN FIRST OUT. The state were last BM is held ,to my understanding,may be the place were the BM are ordinarily held.
The law is silent on this issue.

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udit sharma

udit sharma (Querist)
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12 November 2010 Thanks Sir and keeping in view the vast experience u have in the field of Corporate Law..... i truly respect ur opinion:-)

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Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)
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12 November 2010 Thank you very much for the kind words. However,it is not at all my OPINION but only my understanding /observation /interpretation which I have specifically mentioned in my "profile" at the time of joining the club. Then one may ask why I say so ,when the matter is absent in law. It is just to give a thought to others and also to let me know the considered views of other experts on those points which I may have missed out to recognize. Thanks once again.

udit sharma

udit sharma (Querist)
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12 November 2010 Sir....

Please do not misinterpret my words..... the reason i used the word OPINION is that the when the Law is silent regarding any provision, then u can only form an opinion and u can't understand/observe/ interpret any thing provision on which the law is silent..... This is not meant to hurt you sir but just to clear my use of the word' OPINION' in my sentence.....:-)

Best Regards

Udit S. Sharma