Hi, please help me to understand the provisions of Section 258.
I came across confusing (or conflicting, i cant tell) case law in Munish Bandari
Where a company wants to increase the number of directors, it is not necessary to pass a separate resolution for increasing the number of directors before appointing the new directors. Where a new director is appointed, the increase in number of directors is implied [Laljibhai Kapadia vs Lalji Bhai Desai (1973) 43 comp Cas 17]
The increase or decrease in number of directors must be within the limits fixed by the articles. Where a company intends to increase its number of directors beyond the limit fixed by the articles, a special resolution shall be necessary to first amend the articles [Ram Kissendas Dhanuka vs Satya Charan Law (1950) 20 Comp Cas 133]
So what is the position actually - is there a implied alteration of articles if directors are appointed.
Can anybody tell me the practical implication of the first case law..... 2nd one makes sense to me.
CAclubindia
