Alteration of articles of association
Sathyan Avinash
(Querist) 24 August 2011
This query is : Resolved
Dear sir,
the following is an extract from the articles of association of a public limited company with share capital less than Rs. 5 crores:
9.The first and permanent directors of the Company are:
a)Mr.X
b)Mr.Y
c)Mr.Z
Mr.X is elected as the managing director and will hold office for a period of 5 years.
Now we have received a request from the company to alter the AOA so as to make the Managing director's appointment valid for one year till the first AGM and make him eligible for re-appointment at the first AGM. In this regard we already know that first directors in the AOA cannot be altered, but we need clarification about the subsequent point's alteration relating to MD's appointment.
A quick and accurate reply would help us a lot .
Advocate. Arunagiri
(Expert) 24 August 2011
Your statement can not be true, because X can not be elected without the AGM.
First Directors and First MD are purely temporary.
All the first directors can hold the office till the first AGM only. Only after the First AGM the period of MD will start.
AOA can appoint any elected director as MD for a specific period.
You have to alter the AOA.
prabhakar singh
(Expert) 24 August 2011
Expert : Advocate. Arunagiri seems right in his opinion.
Sathyan Avinash
(Querist) 25 August 2011
thanks a lot sir. Hope i get this message right to my client.
Sathyan Avinash
(Querist) 25 August 2011
in this matter i would like to clarify what you are saying.
"The company has to alter the aoa." because the md appointment for a period of 5 years is voidable by law .
Hence the company has got to alter the aoa so as to make its aoa legally binding.
Is this what you are saying?
A quick reply would help foster curiosity.
