Appointment of additional director

Dear All,

I am working in pvt .ltd. which is Wholly owned subsidiary of Japanese Company.

My Parent Co. wants to appoint new Director on BOD of my company.

My Articles are silent about Appointment of additional Director.

So if I appoint this director by calling EGM,  and by passing ordinary resolution will it suffice , or I need to amend the articles.

What I understand that if additional director is to be appointed in Board meeting Article must have provision in this regard .

However , in the absence of the specific articles I still can appoint Additional Director through EGM.

Please confirm. Can I appoint Additional Director through EGM without amending Articles.

Thanks & Regrads

 

 

Replies (3)

Hi,

Check if the Articles mentions that Table A of Companies Act, 1956 (or Table F of CA 2013) is adopted by the Company. If the aforesaid is in affirmative, than it means that the Board has power to appoint Additional Director by its Articles

However, if the Company has not adopted Table A, than as you said, the Company can appoint a Director (not Additional Director) by holding EGM.

Thanks alot for confirmation

Dear Sir/Ma'm,

 
In a Pvt. Ltd. Co.- We have appointed an Additional Director on 21.01.2014 & our agm held on 30.09.2014 but we haven't appoint them as a regular director & we have filed forms 23AC, 23ACA & 20B without regularising them. As we knw once e-form 23AC & 23ACA are filed we cannot make changes in it.Now pl suggest something whether we should appoint them as director in current date or we should appoint them in back date but in this also query will remain same as we have filed form no. 23ac & 23aca & 20b. Pl suggest something as per companies act, 2013

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