As per section 149 of the Companies Act, 2013 the maximum no. of directors which can be appointed in a company cannot exceed 15.
Provided that a company may appoint more than fifteen directors after passing a special resolution.

Question No. 1
Can a company specify lower limit (but not less than 3 in case of public company,2 in case of Private Company and 1 in case of OPC) than 15 directors in its articles? If yes, than as per which provision/section it is permissible?
For Example- A public limited company specified in its articles that maximum number of directors shall be 12 in there company. Is it valid to specify lower limit than 15 in the articles? If yes, than as per which provision/section it is permissible?

Question No. 2
Whether the articles of the company can state the maximum limit of directors higher that the statutory maximum limit i.e. 15?
For Example - A public limited company want to specify in its articles that maximum director in the company will be 17. So whether the company can specify maximum number of directors more than 15 in its articles?

Question No. 3
As we know that maximum limit of director in a company can be 15 as per act. More than 15 can be appointed by passing special resolution
So which of these options is correct for appointment of director in ABC Ltd?
Maximum Limit as per Act – 15 Directors
Maximum Limit as per Articles of ABC Ltd. – 13
Number of Existing Directors in ABC Ltd. – 11
Number of New Directors to be appointed in ABC Ltd. – 6
Total Number of Directors in ABC Ltd after appointment of new directors will be – 17(11+6)
Now to appoint new directors in ABC ltd. which of the following option is correct?

Option A –
In General Meeting - 2 Ordinary Resolution will be passed u/s 152(2) to appoint 2 new directors out of the 6 new directors to be appointed as the maximum limit provided in articles of ABC Ltd. is 13 and existing directors are 11 only so 2 new directors can be appointed simply by passing ordinary resolutions.
AND
In General Meeting – 4 Special Resolutions will be passed to appoint remaining 4 new directors out of the 6 new directors to be appointed as the maximum limit provided in the articles is 13 only and we have already appointed 13 directors (11 existing directors + 2 new directors appointed by passing 2 ordinary resolutions in general meeting).

Option B -
Firstly, In General Meeting – 1 Special Resolutions will be passed u/s 14 to alter the articles of ABC Ltd. so that the existing limit of maximum number of directors given in articles of ABC Ltd. as 13 can be altered and changed to maximum number of directors as 17. (This is possible only if it is permissible that articles of company can state the maximum limit of directors higher that the statutory maximum limit i.e. 15).
AND
In General Meeting – 6 Ordinary Resolutions will be passed u/s 152(2) to appoint 6 new directors in the ABC Ltd. (No special resolution will be required to appoint the 6 new directors as the now the articles of the ABC Ltd. has been altered and changed that maximum number of directors which can be appointed in the ABC Ltd. is 17 by passing special resolution in general meeting).

Option C-
Firstly, In General Meeting – 1 Special Resolution will be passed u/s 14 to alter the articles of ABC Ltd. so that the existing limit of maximum number of directors given in articles of ABC Ltd. as 13 can be altered and changed to maximum number of directors as 15. (This is possible when articles of company cannot state the maximum limit of directors higher that the statutory maximum limit i.e. 15).
AND
In General Meeting – 4 Ordinary Resolutions will be passed u/s 152(2) to appoint 4 new directors out of the 6 new directors to be appointed in the ABC Ltd. (No special resolution will be required to appoint the 6 new directors as the now the articles of the ABC Ltd. has been altered and changed that maximum number of directors which can be appointed in the ABC Ltd. is 15 by passing special resolution in general meeting).
AND
In General Meeting – 2 Special Resolutions will be passed to appoint remaining 2 new directors out of the 6 new directors to be appointed in the ABC Ltd. as per proviso of section 149(1) which states that “Provided that a company may appoint more than fifteen directors after passing a special resolution”.

Regards,
Shruti Agarwal

Dear Friends,
1. Can a LLP firm with the activity of online commodity trading, pay fixed returns ranging from 8% to 12%, in advance for a period of 1,2 or 5 years, as per choice of their Limited Silent Partners, who are the investing partners of the firm, and will be silent partners in profit only, with no liability for losses if any & no role in the management of the LLP?
2. We see ads on TV by SEBI that it is illegal to promise fixed returns on investments, why is this so and does it apply to partners of an LLP, if formed with this written condition?
My doubt/query is that, if an LLP is formed with the above mentioned earlier condition written in the agreement deed, depending upon the limited silent partner's choice, will it violate the above SEBI's law or any other law of India?
Requesting answers to the above, as I'm a senior commodity trader with over 13 years of experience in the markets and want to start an LLP firm for this, with interested individuals, with minimum investments of Rs 1 lakh and above.
May also respond personally, if required: bsboffice24attherategmaildotcom.
Thanks & Regards to all.
B Singh

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