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Sec.313 of companies act

Vinay Garg (Service Tax Expert) (780 Points)

15 June 2013

Whether Sec.255 or Sec.277 apply to an alternate direator u/s 313?

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3 Replies

umaa's legal clinic (simple solutions for complex legal issues) (165 Points)
Replied 15 June 2013

Dear Vinay,

Section 255 relates to eligibility for re-appointment of existing directors who retires at the agm.

An alternate director ceases to be director on the date the original director returns and if the term of office of the original director comes to an end before he returns, the section 255 will apply to the original director and not to the alternate one.

Section 277 relates to maximum No. of companies to which a person may be appointed as director.

Sub-section (13) of Section 2 of the Companies Act, 1956 defines a “director” as ‘director includes any person occupying the position of director, by whatever name called’. Since an alternate director occupies the position of director and performs same duties and is subject to same liabilities as of any director, he shall be treated for all intents and purposes of the Companies Act, 1956 and articles of the company, as a 'director' of the company like any other director. And eform 32 is filed.

And hence his directorship as alternate director is calculated for computing no. of directorships by a person.

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CA. Kuldeep Singhi (Entrepreneur) (424 Points)
Replied 15 June 2013

In furtherance to the above reply I would like to add that Sec 278 specifically excludes alternate director for calculation purpose u/s 277 , hence sec 277 will not apply to AD