Appointment of two additional directors by single board reso

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Querist : Anonymous

Querist : Anonymous (Querist)

08 January 2014 as per section 263 of the Companies Act, 1956, different resolution is required for appointment of two directors but can we appoint two additional directors by single Board resolution in a public company or it is mandatory that different board resolution is required for this purpose?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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08 January 2014 Section 263(1) of the Companies Act, 1956 requires that the appointment of every director shall be voted on individually. Thus two or more directors cannot be appointed by a single resolution. However an exception has been carried out where under if a resolution has been first passed to the effect that all the directors shall be appointed by a single resolution without any vote being against it.

Querist : Anonymous

Querist : Anonymous (Querist)

08 January 2014 that is for general meeting but additional directors are appointed in board meeting then it is compulsory to pass two different board resolutions

Ankur Garg

Ankur Garg (Expert)
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08 January 2014 Yes.

You can appoint 2 additional directors through a single resolution. Section 263 is limited to GM.

Querist : Anonymous

Querist : Anonymous (Querist)

09 January 2014 Thanks ankur Sir, my query is solved so we can pass single Board resolution for appointment of two additional director in Board Meeting in a public company and subsidiary of public company.

Ankur Garg

Ankur Garg (Expert)
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09 January 2014 Going through the language of section 263 and 260 the same is very much possible.

Thanks

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