23 November 2011
There is a situation in case of a private limited company where the comapany receives a letter from the shareholder nominating a person to be the alternate director of another director. In such a case is approval of the directors of the company required(authorised by AOA)? and what would be the remedy if the directors are against the appointment of the nominated person as alternate?
23 November 2011
Kindly read section 313 of the companies Act 1956.
As per my understanding shareholder have no right to nominate alternate director.
As per section 313 The Board of directors of a company may, if so authorised by its articles or by a resolution passed by the company in general meeting, appoint an alternate director
But he can not insist to appoint him as an alternate director bcoz there are certain conditions for the appointment of alternate dir as given in section 313. Brief the same to your srategic investor.
Simply call a board meeting and put the resolution. It will automatically fail due to lack of majority of consent.
CAclubindia
