Additional Director

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This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

20 January 2011 Can a director of XYZ company ltd (the company) be nominated by a wholly owned subsidiary of the company and the appointed as an additional director of the company.

I have a doubt like a wholly owned subsidiary has no interest in the holding company then on what basis can the wholly owned subsidiary nominate a director to the holding co.

Querist : Anonymous

Querist : Anonymous (Querist)

20 January 2011 As per Sec 260, articles cannot take away the powers of the BoD to appoint an additional director.
Hence it is clear that without BoD resolution, an additional director cannot be appointed.

Now whether a subsidiary can nominate an additional director?
A shareholder, a promoter, a group company, a lender or a foreign collaborator can nominate any director of the company.

So, even if a nomination for appointment of additional directors is made by a wholly owned subsidiary, it is not valid unless and until the BoD resolves the appointment in favour of such person.

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