ec 258 & 259 of Co. Act, 1956

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Querist : Anonymous

Querist : Anonymous (Querist)

14 July 2011 Hi,
The Question is related to Sec 258 & 259 of Co. Act, 1956
If As on 31/3/2009 AoA max specified directors as 12. And only 10 were holding the Office.

On 31/3/2010 AoA were amended and max specified directors were increased to 18. (Holding office still 10)

On 1/7/2010 2 directors were appointed in GM ( Directors Holding Office now 12 (10+2)

On 1/8/2011 2 directors were appointed in GM ( Directors Holding Office now 14 (12+2)...

During which period or date the Central Govt appointment was require?

Please any one reply

C A S.S.Agarwal, M.Com.,LL.B,

C A S.S.Agarwal, M.Com.,LL.B, (Expert)
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14 July 2011
Section 259 is very much clear that up to 12 directors no permission is required once you have exceeded 12 permission is required. The respective section reads as below:

In the case of a public company or a private company which is a subsidiary of a public company, any increase in the number of its directors, except—

(a) in the case of a company which was in existence on the 21st day of July, 1951, an increase which was within the permissible maximum under its articles as in force on that date, and

(b) in the case of a company which came or may come into existence after that date, an increase which is within the permissible maximum under its articles as first registered,

shall not have any effect unless approved by the Central Government; and shall become void if, and insofar as, it is disapproved by that Government:
[Provided that where such permissible maximum is twelve or less than twelve, no approval of the Central Government shall be required if the increase in the number of its directors does not make the total number of its directors more than twelve.]

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