Max Payne (employed) (2569 Points)
29 April 2010If a director of public company has resigned from the board,
and the directors are appointing one person in his place to meet the minimum number of directors requirement,
should the appointment be treated as made u/s 262 or u/s 260?
Please reply... urgent...
Thanks
gk
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 29 April 2010
Hello,
Both the options i.e. section 260 or section 262 are available.
Board may appoint the new person as a director to fill casual vacancy u/s 262 by passing a board resolution at a BM (Here R.B.C. u/s 289 not allowed).
Alternatively board may induct a new person in the BOD by appointing him as an additional director. Also check the provisions of your articles in this regard.
Revert if there is any doubt.
Best Regards
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 29 April 2010
1) Appointment of Additional Director:
“RESOLVED THAT pursuant to Section 260 of the Companies Act, 1956 and Article No.______ of the Articles of Association of the Company, Mr. Rajesh Gupta be and is hereby appointed as Additional Director of the Company.”
2) Appointment of director to fill casual vacancy
“RESOLVED THAT pursuant to the provisions of Section 262 of the Companies Act, 1956 and Article No.______ of the Articles of Association of the Company, the casual vacancy in the office of director caused by the resignation of Mr. Rahul Bansal be filled by the appointment of Mr. Harshit Aggarwal who shall hold office upto the date Mr. Rahul Bansal would have held office had it not been vacated.
Suman Khurana
(ACS)
(209 Points)
Replied 29 April 2010
Hi
if u refer in resolution that if the appointment of new person is to fill the casual vacancy caused by previous director then 262 applicable otherwise not.
CAclubindia
