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Nominee director


20 August 2015 Section 161 of the Companies Act, 2013 states that a Nominee Director shall be appointed by the Board of Directors of the Company, if the AOA permits.

In light of the same, kindly confirm-

1. If such Director (not liable to retire by rotation) may be appointed by resolution passed by circulation by the Board of Directors of the Company;

2. Does the nomination & remuneration require recommending such appointment or not as such person is nominated by the financial institution?

20 August 2015 1. Nominee director can be appointed by Circular resolution. For appointment of MD/WTD/KMP, passing of board resolution is mandatory.

2. Not required.

21 August 2015 Kindly quote the section as in Section 178 of CA, 2013, NRC is required to recommend any appointment.




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