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Appointment of director

Mishu (CA) (95 Points)

23 August 2011

Hi everyone,

Is it possible under Law for appointment of director(Say B) in place of director (Say A), when A is unwell.

Company is a public limited company.

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8 Replies

G.L.Subhramanian (PCS) (206 Points)
Replied 24 August 2011

Hi Isha,

I think the only option i personally think is appointing B as alternate director. But for that, the director A should not be in the state in which the board meetings are held. Also, the period should be atleast 3 months.

Regards,

Subbu

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jeets (CS ) (461 Points)
Replied 24 August 2011

Agreed with Mr.Subhramanian,

In your case, you can opt for appointing Mr . B as additional director u/s 260.

CS Shivi Reddy (COMPANY SECRETARY) (175 Points)
Replied 24 August 2011

Dear Frnds,

Mr. Subhramanian is correct.. an alternate director is required to be appointed in such cases.

Regards,

Shivi

(Guest)

Originally posted by : G.L.Subhramanian
	Hi Isha, I think the only option i personally think is appointing B as alternate director. But for that, the director A should not be in the state in which the board meetings are held. Also, the period should be atleast 3 months. Regards, Subbu

RG - A Helping Hand (Company Secretary) (13867 Points)
Replied 24 August 2011

There is no need to follow Alternate Director route and appoint Mr. B in place of Mr. A in case Mr. A is unwell.

Simply expand your board by appointing Mr. B as an Additional director u/s 260. For appointment pass a board resolution and file form 32 with ROC within 30 days of passing board resolution.

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Mishu (CA) (95 Points)
Replied 16 November 2011

Thank you members,

Original ques:- Hi everyone,

Is it possible under Law for appointment of director(Say B) in place of director (Say A), when A is unwell.

Company is a public limited company.

but we can't appoint him as additional director, since there is some management dispute. we have to appoint B in place of A.

As per section 313:- director has to be out of state in which BM held, but this does not apply to us. the only thing is director A is unwell and he can not attend the BMs

So is it legally possible for us to put B in place of Director A in the company

Please advice

CA GOVIND KRISHNA AGARWAL (CA) (202 Points)
Replied 17 November 2011

It is Possible only if a special notice is given by the members to the BOD to remove Director A U/S 284 and in place appoint B as a Director Afterwards

Afterwards convene an Extraordinary General Metting and if ordinary resolution is passed in the EGM and additional formalities of filling of documents in Roc and Sebi.

lakshmi (CA ) (54 Points)
Replied 20 November 2011

No an office of director cannot be asigned.company can only appoint an additional director or a director to be appointed by shareholdres.but in all cases directors will be independent in there capacity.no proxy concept