No. opf directors in a public ltd. company

Dear Sagnik,

No any restriction for maximum no. of director.the Maximum no. of director iz public ltd company iz 12 nd minimum iz 3. but in respect of maximum no. of director, This can be increased or decreased with the permission of the Central Government....

Yes, Maximum Number of directors can be provided in the Articles of Association of the company  less than 12 provided it is more than 3.

THE ARTICLES SHOULD NOT CONTAING ANY PROVISION WHICH IS INCONSISTENT WITH THE MEMORANDUM OF ASSOCIATION AND COMPANIES ACT OF 1956

THE ABOVE IS LIMITATION.

Dear All,

There is no provision relating to number of directors in the Memorandum of Association of a Company. As per Companies Act, 1956 there is no specific requirement for maximum number of directors.

Section 258 of the Companies Act, 1956 reads as " 

[***] Subject to the provisions of sections 252, 255 and 259, a company in general meeting may, by ordinary resolution, increase or reduce the number of its directors within the limits fixed in that behalf by its articles."

As per COMMENTARY given in K.M.GHOSH & Dr.K.R. Chandratre's Company Law " Unlike the minimum number , the Act does not prescribe any number as the maximum number of directors. The articles of association of companies , however invariably fix such number."

Section 259 of the Act reads as under"In the case of a public company or a private company which is a subsidiary of a public company, any increase in the number of its directors, except-

(a)           in the case of a company which was in existence on the 21st day of July, 1951, an increase which was within the permissible maximum under its articles as in force on that date, and

(b)           in the case of a company which came or may come into existence after that date, an increase which is within the permissible maximum under its articles as first registered,

                shall not have any effect unless approved by the Central Government; and shall become void if, and in so far as, it is disapproved by that Government :

[Provided that where such permissible maximum is twelve or less than twelve, no approval of the Central Government shall be required if the increase in the number of its directors does not make the total number of its directors more than twelve.]

 I hope the position is clear.

Regards,

Sunil K. Jain & Associates

Company Secretaries

9810104162; skj13@rediffmail.com