Appointment of Director u/s 262 of the Companies Act, 1956

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udit sharma (Querist)
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04 November 2010 Can a Private Company which is not a subsidiary of a Public Company appoint a Director to fill in the casual vacancy caused due to the resignation of a Director?

CS Nikita Sheth

CS Nikita Sheth (Expert)
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04 November 2010 First of all section 262 does not apply to private companies.

A private company may appoint a director to fill casual vacancy as provided in the Articles of association

If nothing has providedin Articles then pvt. co. may appoint a director in a Board Meeting.

udit sharma

udit sharma (Querist)
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04 November 2010 Excuse me nikita......

Can you appoint a person as a Director of a Private Company in the Board Meeting??????

As per section 255 of theAct, even in case of a Private Company, Director must be appointed in the General Meeting!!!!!!!!

Ankur Garg

Ankur Garg (Expert)
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08 November 2010 Dear Sir,

Plz don't misinterpret section 255(2). Would request you to plz focus on the following words used in section 255(2):

1. Generally

2. In default of

3. subject to any regulations in the articles

For a learned member like you, it is enough to judge that use of the word "must" is your reply needs reconsideration.

Thanks

Jayashree S Iyer

Jayashree S Iyer (Expert)
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08 December 2010 Dear Ankur,

So in that case appointment of a new director will not be falling under Section 262.

Can we conclude that the necessity of appointing a director to fill casual vacancy under section Section 262 does not arise to private companies as the private companies need not necessarily appoint its directors in GM. Any time the vacancy arises they can appoint a new director by passing a Board Resolution.

Please clarify.

Jiten Gupta

Jiten Gupta (Expert)
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12 August 2013 Is it necessary for Pvt Ltd company to have provisions in the AOA regarding appointment of Director in EGM u/s 255(2)??

If it does not have any provisions in AOA for appointment of Director in EGM, Can it appoint a Director in EGM by passing OR under section 255(2)??

Kindly Guide!!