16 January 2010
A public limited co; has some directors as permanent directors.They have been appointed as permanent directors by general meeting, but the minutes does not show whether the resolution is an ordinary or special resolution. Form 23 is also not available on records.
The co; now wants to remove its permanent directors; so what is the way out. under which sections of companies act can their powers as permanent directors be stripped off
19 January 2010
One more very important thing you can not overrule section 255 and 256 (Retirement of directors by rotation) by appointing all the directors as permanent director with the approval of shareholders. Kindly check in your case the compliance with sections 255 and 256.
In no case special resolution is required for the appointment of director.
19 January 2010
thanks for your very valuable reply, i still have a doubt; if the company wants to retain the directors but remove their permance, will an ordinary resolution at general meeting be enough? the Act does not specify this ; if removal is u/s.284, the same director cannot be appointed by the board; can he ever be re-appointed at any general meeting u/s.257?
CAclubindia
