Additional directors
Guest
(Querist) 26 May 2012
This query is : Resolved
In a Pvt. Ltd. Company , out of three part-time directors, two directors resigned on 30th Sept,2011.If the said Company holds a board meeting on 31st Dec.2011 and appoints two more directors,will it be valid? If yes, can the two additional directors names be shown in the Attendance Record of the meeting held on 31.12.2012 as directors or as special invitees.
C.A.A.K.Maitra
R.K Nanda
(Expert) 26 May 2012
Read Companies Act.
Nadeem Qureshi
(Expert) 26 May 2012
Dear Arun Kumar Mittra
as per your information, the appointment of additional director is valid and if both newly appointed additional director was appear before the meeting or board at the time of this resolution it is necessary to shown in the Attendance Record of the meeting held on 31.12.2012 as additional directors.
according to section 260 of the companies act read below:
260. Additional directors.—
Nothing in sections 255, 258 or 259 shall affect any power conferred on the Board of directors by the articles to appoint additional directors:
Provided that such additional directors shall hold office only up to the date of the next annual general meeting of the company:
Provided further that the number of the directors and additional directors together shall not exceed the maximum strength fixed for the Board by the articles.
Feel free to call
Nadeem Qureshi
(Expert) 26 May 2012
Dear Arun Kumar Mittra
as per your information, the appointment of additional director is valid and if both newly appointed additional director was appear before the meeting or board at the time of this resolution it is necessary to shown in the Attendance Record of the meeting held on 31.12.2012 as additional directors.
according to section 260 of the companies act read below:
260. Additional directors.—
Nothing in sections 255, 258 or 259 shall affect any power conferred on the Board of directors by the articles to appoint additional directors:
Provided that such additional directors shall hold office only up to the date of the next annual general meeting of the company:
Provided further that the number of the directors and additional directors together shall not exceed the maximum strength fixed for the Board by the articles.
Feel free to call
Suhail A.Siddiqui
(Expert) 26 May 2012
Since director resigned and replace by other share holder as director, there is no question of additional direct and if these are appointed after observing legal formalities then there is no problem at all.
C. P. CHUGH
(Expert) 29 May 2012
You have no where mentioned how many directors are on board of the company. As per companies Act, a pvt limited company is required to have at least two full time directors at any time during the year. If on 30th Sep, after the resignation of 3 directors, there remained two or more directors on board, nothing is wrong on appointment of two more directors on 31st Dec. There is no term as "part time directors' in the companies act. Directors are either Whole Time Directors or alternate directors to whole time directors. They can be nominated directors also.
