Appointment of director

This query is : Resolved

CS Mitesh Mehta (Querist)
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10 August 2017 Respected Learned Members,

As per Section 152 of the Companies Act, 2013 Save as otherwise expressly provided in this Act, every director shall be appointed by the company in general meeting

Articles of Association contain power as under:

"The Board of Directors shall have power at any time, and from time to time, to appoint any other person to be a Director either as an addition to the Board or to fill a casual vacancy but so that the total number of Directors shall not at any time exceed the maximum as fixed hereinafter. Any person so appointed as an addition to the Board shall hold office only up to the date of the next Annual General Meeting"

My query is whether company can appoint director in general meeting even Articles of Association contain aforesaid provision.

Thanking you in anticipation.

c.bakshi

c.bakshi (Expert)
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10 August 2017 Yes Sir, because the power given to the board is to appoint a director as additional or in a casual vacancy. if the board wants to appoint a person as director, then general meeting should be conducted subject to a condition that the person must possess a valid DIN no at the time of appointment.