Can a public limited company directly appoint a director in general meeting i.e. without first appointing him as an additional director in board meeting? if yes then also tell me can a person be appointed as WTD directly in gm also?Pls. give section also, if possible.
4 Replies
Kamalkishore
(student)
(64 Points)
Replied 20 December 2009
Ya not necessary that a person should be necessarily be appointed as an additional director before becoming a director.. Comply wid Sec 257.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 21 December 2009
| Originally posted by : Kamalkishore | ||
 |
Ya not necessary that a person should be necessarily be appointed as an additional director before becoming a director.. Comply wid Sec 257. |  |
There is no doubt about that. So absolutely agree with the learned member.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 21 December 2009
A person cannot be appointed as a managing or whole-time director unless he is already a director in the company
A person, who is proposed to be appointed as a managing director or whole-time director, unless he is already a director in the company, cannot be appointed as such. Holding of office of director is a pre-requisite for holding of office of managing or whole-time director. Even if the approval of the Central Government has been obtained for appointment of a person as managing or whole-time director, the requirement of holding of office as a director cannot be dispensed with.
Appointment of a non-director as a managing or whole-time director cannot be made
If a company intends to appoint an individual, who is not a director of the company, as its managing or whole-time director then he shall have to be first appointed by the Board as an additional director. The appointment of a person as an additional director is governed by the provisions of section 260 and the regulations contained in the Articles of the company.
ANSWER AS DESIRED BY YOU
First appoint him as a director in the general meeting by following the procedure of section -257. After appointing him as a director you may go ahead and appoint him as a WTD by following the procedure of Section 269 read with schedule XIII.
Best Regards
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