Vacated director
Rahul Singh (cs) (308 Points)
24 April 2017
Dear professional friends and respected sir a vacated director can be re-appointed as a director?
10 Replies
Sudhir Todkar
(CS Professional)
(1021 Points)
Replied 24 April 2017
Depending on circumstances we can appoint
Saloni Shah
(45 Points)
Replied 24 April 2017
A director who has to vacate his office cannot be re-appointed.
according to sec 167 of companies act, 2013
if the director disqualifies himself in accordance with section 164.
Further he absents himself for all the meetings held in the financial year.
he fails to disclose his Interest in accordance with section 184.
he acts in contravention of section 184
he is convinced for any offence or offence involving moral turpitude and he is prisoned for a period of not less than 6 months
he is disqualified and removed by tribunal.
Additionally, if and additional director is appointed he hold office till the commencement of next AGM, and if such AGM is not held when it is out to be held, then directors office turns to be vacated. Only then in next agm he can be again appointed as additional director or he maybe can be appointed as director in compliance with section 160 of appointment.
thus director cannot be appointed once whose office is vacated.
according to sec 167 of companies act, 2013
if the director disqualifies himself in accordance with section 164.
Further he absents himself for all the meetings held in the financial year.
he fails to disclose his Interest in accordance with section 184.
he acts in contravention of section 184
he is convinced for any offence or offence involving moral turpitude and he is prisoned for a period of not less than 6 months
he is disqualified and removed by tribunal.
Additionally, if and additional director is appointed he hold office till the commencement of next AGM, and if such AGM is not held when it is out to be held, then directors office turns to be vacated. Only then in next agm he can be again appointed as additional director or he maybe can be appointed as director in compliance with section 160 of appointment.
thus director cannot be appointed once whose office is vacated.
Sudhir Todkar
(CS Professional)
(1021 Points)
Replied 25 April 2017
If a director convicted of offence under RPT or imprisonment for more than 6 months he can be reappointed after the expiry of 5 years from the date of such default/ expriy of such sentence.
If tribunal/court disqualify any Director. He/She can be reappointed/appointed as a director if it is approved by tribunal or court.
ID can be reappointed after completion or his cooling period of 3 years subject to conditions that he should not be associate with that company or group of such Company and qualify under section 149(6)
In few cases the Director who vacated can be reappointed
If tribunal/court disqualify any Director. He/She can be reappointed/appointed as a director if it is approved by tribunal or court.
ID can be reappointed after completion or his cooling period of 3 years subject to conditions that he should not be associate with that company or group of such Company and qualify under section 149(6)
In few cases the Director who vacated can be reappointed
Rahul Singh
(cs)
(308 Points)
Replied 26 April 2017
IN my case my director is a nominee director and she has not attended any meeting during the year so can we re-appoint this director again?
Saloni Shah
(45 Points)
Replied 26 April 2017
according to section 161 (3), nominee director can be appointed by the board if so placed by any financial institution or central government by virtue of any agreement.
further if the director doesn't attend meetings, for private company, the director can be appointed by passing a board resolution, nominee directors further are not liable to retire by rotation nor can be removing until the term expires.
thus she can be re appointed by the board.
further if the director doesn't attend meetings, for private company, the director can be appointed by passing a board resolution, nominee directors further are not liable to retire by rotation nor can be removing until the term expires.
thus she can be re appointed by the board.
Rahul Singh
(cs)
(308 Points)
Replied 26 April 2017
Dear mam,
Thank you,
For private limited , What if director is of Public Limited and Listed company.
Saloni Shah
(45 Points)
Replied 26 April 2017
Nominee Directors of public co and listed ones have to follow the same route.
they can be re-appointed by passing a board resolution and their appointment has to be placed at the general meeting informing the shareholders of such appointment.
they can be re-appointed by passing a board resolution and their appointment has to be placed at the general meeting informing the shareholders of such appointment.
Rahul Singh
(cs)
(308 Points)
Replied 26 April 2017
Dear Mam,
Thank you for your valuable opinion and time
Nisha Sharma
(Company Secretary)
(1155 Points)
Replied 03 September 2017
A director attended last board meeting physically on 24th August 2016. and from then he hasn't participated in any of the meetings. As per sec 167 (1) b his position shall become vacant on 24th August 2017 or the next board meeting he is liable to attend? What is the provision of re- appointment of such director?
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