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Section 160 read with 162

19 March 2020

Can Board of Directors appoint more than 2 additional directors by a single resolution? Would it be a violation of section 162?

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3 Replies

CA Naveen Chand (Chartered Accountant) (12739 Points)
Replied 19 March 2020

Appointment of more than 2 directors via SINGLE RESOLUTION is NOT allowed unless comply with Sec 162 .

In your case , YES SEC 162 VIOLATED

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CA Naveen Chand (Chartered Accountant) (12739 Points)
Replied 19 March 2020

Important Note Added : Sec 162 is not applicable to PRIVATE COMPANIES who has not defaulted in filing Financial Statements and Annual Report .

(Guest)

As per Sec 162(1) of Companies act 2013, the appointment of two or more person as a director by single resolution is not permissible.

However the same subsection says a proposal to move a motion for the appointment of two or more person as directors by a single resolution has first agreed at the meeting without any vote cast against it.

It means before appointing two or more persons as director by single resolution, the meeting first agreed upon the appointment by single resolution with 100% vote.

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