Gargi Ranade (CS) (619 Points)
22 January 2009Dear all,
help me, I have query regarding appointment of additional director, Article of association is silent about appointment of additional director ,so can I appoint Additional director through board meeting and afterword regularise him in AGM?
Can any body suggest me name of best book along with author name and publication house written on Company Law procedure?
Thanking you in advance
CS Arpita Rajpurohit
(Company Secretary)
(1111 Points)
Replied 22 January 2009
1. Check whether the Articles of the company authorise the board to appoint additional directors, if not alter the articles by following necessary procedure. 2. In case of public company or its subsidiary obtain the written consent of such person required to be appointed as an additional director. 3. Convene a board meeting and pass a resolution to appoint additional director to hold office upto the conclusion of the next annual general meeting. 4. File F-32 within 30 days of the appointment of such director along with the consent letter received. 5. Check whether the director does not suffer from any of the disqualifications. 6. Check that the number of directors including the additional directors does not exceed the maximum strength fixed for the board by the AOA.
For CL PROCEDURE U CAN REFER A. RAMAIYA,A GUIDE TO COMPANIES ACT.
Gargi Ranade
(CS)
(619 Points)
Replied 22 January 2009
thanx a lot arpita for your prompt reply, I just want further clarification ,if Articals authorises board to appoint director in casual vecancy can we assume that it is indirectly authorising board to appoint additiona director ?
Landmark Judgments: Important Provisions of the EPF & ESI Act interpreted by the Honorable Supreme Court of India
CAclubindia
