Company law

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Querist : Anonymous

Querist : Anonymous (Querist)

24 April 2015 If we want to appoint director in the company then we need to compulsorily appoint him first as additional or in casual vacany or can we can directly appoint him as non executive director

Querist : Anonymous

Querist : Anonymous (Querist)

24 April 2015 Please reply

Querist : Anonymous

Querist : Anonymous (Querist)

24 April 2015 Please reply

Aashok Kumar Sharma

Aashok Kumar Sharma (Expert)
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19 July 2024 In the context of appointing a director in a company, the procedure depends on the company's Articles of Association and the relevant provisions of the Companies Act, 2013. Here’s a general guideline on how directors can be appointed:

1. **Types of Appointment:**
- **Additional Director:** An additional director can be appointed by the Board of Directors between two annual general meetings (AGMs). The appointment is temporary until the next AGM, where shareholders must approve the appointment.
- **Casual Vacancy:** If a director resigns or passes away, leaving a vacancy, the Board can appoint a director to fill the vacancy. This appointment is also temporary until the next AGM, where shareholders must approve the appointment.
- **Non-Executive Director:** A non-executive director is appointed for his expertise, knowledge, or industry experience. This can be done directly by the Board or through a resolution passed at a general meeting of shareholders.

2. **Procedure:**
- **Board Resolution:** The Board of Directors can appoint a director (additional or to fill a casual vacancy) through a resolution passed at a Board meeting.
- **Shareholder Resolution:** Shareholders may need to approve the appointment of a director at the next AGM.

3. **Non-Executive Director:**
- A non-executive director is typically appointed directly by the Board through a resolution at a Board meeting.
- There is no requirement to appoint a non-executive director first as an additional director or to fill a casual vacancy unless specified otherwise in the Articles of Association.

4. **Articles of Association:**
- It's important to review the company's Articles of Association to understand any specific provisions related to the appointment of directors.
- The Articles may outline procedures, qualifications, terms of office, and removal of directors.

5. **Compliance:**
- Ensure compliance with the Companies Act, 2013, which sets out regulations and procedures for the appointment of directors.
- File necessary forms and resolutions with the Registrar of Companies (RoC) as required by law.

In conclusion, while additional directors and directors to fill casual vacancies are appointed temporarily until the next AGM, a non-executive director can typically be appointed directly by the Board without the need to first appoint them as an additional or casual vacancy director, unless specified otherwise in the company's Articles of Association. Always ensure compliance with legal requirements and the company's own governing documents when appointing directors.

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