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Appointment of director

prakash (Company Secretary) (1352 Points)

16 September 2014

Dear All,

Can Board of Directors appoint a person directly as director instead of additional director under the Companies Act, 2013 if is provided in AOA of the Company?

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2 Replies

Vandana J Doshi (Practising Company Secretary) (12562 Points)
Replied 17 September 2014

No Prakash....check sec 161 (1) wherein it is stated that the AOA may confer on the BOD the right to appoint a director as an additional director......no where is it specified that one can appoint a director straight as a regular director in the BM if authorised by its AOA....however the same can be done in the GM.... Furthermore, AOA of a Company is not above the law....so even if the AOA provides so, it is wrong... this is my view....wait for other views....

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 17 September 2014

As a general rule, directors are to be appointed by members in general meeting only [Sec.152(2)]. Board has been given power to appoint directors only in specific circumstances with conditions (i.e. additional director or to fill casual vacancy). In other cases Board cannot appoint directors.