Appointment of directors by Board

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CA Ashish Joshi (Querist)
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09 February 2010 Hello sir,please guide for following query.As per Sec.260,for appointing additional director(s) no approval form CG is required u/s 259(increase in no. of dir.)On the contrary it is written that no. of directors including additional director shall not exceed max strength fixed for the Board by the articles.
What is the meaning of this???Please comprehend the answer so that i can understand better.
Thanks in advance.

Jagruti (CS)

Jagruti (CS) (Expert)
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09 February 2010 As per Section 259 Company can have maximum 12 directors without approval of CG but beyond 12 Company needs to take CG Approval.

But Company by its Articles can provided for maximum directors to be appointed in a Company which cannot be more than 12.

So first check the articles for maximum director and if present appointment, as per Sec 260, is within its limit than ok else you have to change articles first & than apopint director.