23 directors in company

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

16 February 2016 Dear Experts how many more directors can be appoint by passing resolution exceed 15 directors Regard Rohit Singhal

Ganeshbabu K

Ganeshbabu K (Expert)
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16 February 2016 As per section 149 of companies act 2013, company can appoint maximum 15 directors.A company may appoint more than 15 directors after passing a special resolution in general meeting provided that increase in no. of directors does not conflict articles of association.
1)you may need to alter articles of association of company to increase maximum no. of directors to 23
2)Later, You can appoint upto 23 directors by way of special resolution from 16th director.

If you are government company of Section 8 company you may appoint more than 15 directors by way of ordinary resolution

Querist : Anonymous

Querist : Anonymous (Querist)

16 February 2016 sir can you plz explain the difference between special resolution and ordinary resolution....

Ganeshbabu K

Ganeshbabu K (Expert)
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16 February 2016 Ordinary and special resolutions

Section 114 of company act 2013

(1) A resolution shall be an ordinary resolution if the notice required under this Act has been duly given and it is required to be passed by the votes cast, whether on a show of hands, or electronically or on a poll, as the case may be, in favour of the resolution, including the casting vote, if any, of the Chairman, by members who, being entitled so to do, vote in person, or where proxies are allowed, by proxy or by postal ballot, exceed the votes, if any, cast against the resolution by members, so entitled and voting.

(2) A resolution shall be a special resolution when—

(a) the intention to propose the resolution as a special resolution has been duly specified in the notice calling the general meeting or other intimation given to the members of the resolution;

(b) the notice required under this Act has been duly given; and

(c) the votes cast in favour of the resolution, whether on a show of hands, or electronically or on a poll, as the case may be, by members who, being entitled so to do, vote in person or by proxy or by postal ballot, are required to be not less than three times the number of the votes, if any, cast against the resolution by members so entitled and voting.

Kindly contact your chartered accountant he will do the needful

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