Appointment of director of pvt co.

Hi friends,

A private company should appoint a new director under which section - Sec 152 or sec 161 ?

The appointee will join the BoD on appointment.

Does "additional directors" u/s 161 mean those who are not subscribers to the memorandum of the company or are not the promoter directors ?

Regards,

Geetha

Replies (3)

Geetha,

Save as otherwise expressly provided in this Act, Directors shall be appointed by the Company in general meeting as per section 152 of CA, 2013..

But it is too expensive to company for calling Extraordinary general meeting for appointment of Directors especially for listed companies, to avoid such expenses, Act enabled the Board of Directors if authorized by articles to appoint  any person as an additional director at any time who shall hold office up to the date of the next annual general meeting. Next Annual General meeting soon after his appointment, he should be regularized, otherwise he ceased to be director of the Company.

Hence, if your articles permits, Board can appoint any person as additional director upto ensuing annual general meeting as per section 161 of CA, 2013 or if shareholders are appointing any person as director in EGM/AGM, he is deemed to appointed as section 152 of CA, 2013

 

Fully Agree... 

Originally posted by : prakash
Geetha,

Save as otherwise expressly provided in this Act, Directors shall be appointed by the Company in general meeting as per section 152 of CA, 2013..

But it is too expensive to company for calling Extraordinary general meeting for appointment of Directors especially for listed companies, to avoid such expenses, Act enabled the Board of Directors if authorized by articles to appoint  any person as an additional director at any time who shall hold office up to the date of the next annual general meeting. Next Annual General meeting soon after his appointment, he should be regularized, otherwise he ceased to be director of the Company.

Hence, if your articles permits, Board can appoint any person as additional director upto ensuing annual general meeting as per section 161 of CA, 2013 or if shareholders are appointing any person as director in EGM/AGM, he is deemed to appointed as section 152 of CA, 2013

 

 

Prakash ji & Ankur ji,

Thank you both for this clarification.

Regards

Geetha

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
19 August 2026
Chartered Accountant - Financial Consolidation & Reporting

Synergy Keystone

Mumbai

CA

View Details
Company
21 August 2026
Accountant

A G International

Kolkata

B.Com

View Details
Company
24 August 2026
Semi-Qualified CA/CA Finalist - Tax, GST, Audit & Accounts

Bharat Shah & Associates

Mumbai

CA Inter

View Details
Company
Featured ARTICLESHIP 04 August 2026
Article Trainee

Prish Consultancy LLP

New Delhi

CA Inter

View Details
Company
17 August 2026
Chartered Accountant with US GAAP Experience

Austin Med Solutions Pvt Ltd

Bengaluru

CA

View Details
Company
ARTICLESHIP 29 August 2026
Article Assistant

RRPM & ASSOCIATES LLP

Chennai

CA Inter

View Details
Company
19 August 2026
PAID ARTCILE ASSISTANT

My Legal Tax Consultants Pvt. Ltd.

Noida

CA Inter

View Details
Company
ARTICLESHIP 17 August 2026
Article Assistant

Jain Ankit and Co

Gurgaon

CA Inter

View Details