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SECTION 313 AND 314 OF COMPANIES ACT

ROSY OHRI (CS Trainee) (187 Points)

27 April 2010

Hello Sir

Can anyone give me a brief note on sections of companies act 313 and 314 respectively.Its really urgent.

Looking forward for positive response..

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2 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 May 2010

Hello Rosy,

Please find enclosed herewith my handout on section 314 i.e. office or place of profit. Hope this file would be off some help.

Thanks

Attached File : 29 office or place of profit.pdf downloaded: 356 times

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 May 2010

Microsoft Word - CLRR22[1042-1111]

Appointment of an alternate director

The Board may appoint an alternate director only if this is authorised by the Articles. The alternate director will act as a director for a director (original director) during his absence for at least three months from the state in which Board meetings are ordinarily held. This appointment may be made at a meeting of the Board or by a circular resolution. The Articles of a private company may provide for the appointment of an alternate director.

The original director and the alternate director can remain on the Board so long as the above position continues and there is no need of approval by the company in general meeting. But whenever the "original" director returns to the state in question, the alternate director automatically vacates his office and he may be appointed again when the original director leaves that state. The return of the original director to the state will be enough for the cessation of office of the alternate director whether or not the original director attends a Board meeting. E-Form 32 shall be filed electronically with the Registrar in respect of vacation of office and appointment on every occasion.

Although either the original director or the alternate director can act at a given time, it appears that an alternate director can be appointed only where the maximum strength of the Board permits such addition to the Board.

Resolution for Appointment of Alternate Director:

“RESOLVED THAT pursuant to the provisions of section 313 of the Companies Act, 1956 and in terms of the provisions of the Article No. ______ of the Article of Association of the Company, Mr. Manoj Bansal be and is hereby appointed as an alternate director to Mr. Prakash Somani during his absence from the state of Uttar Pradesh and who shall vacate his office as and when Mr. Prakash Somani returns to the said state.”