Directors

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S Y A M (Querist)
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02 August 2012 My Doubts

1)Who are additional directors,Nominee directors ?

2)What is the "Appointment of directors by the principle of proportional representation" , [Logic behind this] ?

3)Restriction imposed by the 'CLB' on transfer of shares or debentures of a Co [Logic behind this] ?

4)Prejudicial to public interest, explan with an example ?

5)In the Increase in BOD > 12 no.of directors and beyond the limit specified in articles, Then Spl.resolution + Cent.govt approval required.Exceptions to this >>> Increase in no.of directors due to appointment of additional directors.
THEN,
in the appointment of additional directors situation is saying that >>>>Additional director together with other directors should not exceed the max. strenght fixed for the BOD by AOA.
[Logic behind this] ?

Charu Srivastava

Charu Srivastava (Expert)
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03 August 2012 The answer to your queries are as follows:-

1)The Board cannot appoint any person as a Director.Director can only be appointed in a EGM/AGM. So when it is not possible to hold EGM/AGM , the Board appoint a person as an Additional Director and then get is approved by thr Shareholder in ensuing AGM/EGM.

Nominee Directors are Director who are appointed by the Banks or Finanacial institutions who have extended loan to the Company.

2)visit this link for your second answer

https://www.caclubindia.com/articles/understanding-section-265-3249.asp

Charu Srivastava

Charu Srivastava (Expert)
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03 August 2012 3) Restriction is imposed to avoid hostile takeover.

4) Prejudial to public Interest means public rights should not adversely affected.
For eg... if a Company allot shares to the public and misuse the money.then it would amt. to prejudial to the public interest.

5)If the Article says maximum 12 directoR can be appointed on Board, then the company cannot appoint more than 12 without the permission of Central Government.If additional Director is appointed then also the limit imposed by AOA should not be increased.

Hope i could clear your queries.In case of further doubt feel free to ask.

Thanks & Regards

Charu

S Y A M

S Y A M (Querist)
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03 August 2012 Appointment of directors by proportional representation not realised the meaning.

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