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Appointment of Additional Director

Ankit Agarwal (Student) (86 Points)

10 September 2017

a public company has 9 directors, it further wants to appoint 6 adsitional directors. Can the appointment be made?

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AKHIL SAI Koppala (33 Points)
Replied 10 September 2017

Yes as per section 149 of companies act 2013 a Public company can appoint a maximum of 15 directors provided articles does not restrict the number to a lesser one.
if Articles of Association restricts the maximum directors to a lesser number then the company should first pass a resolution to increase the limit to 15 and then go for appointment.

Ankit Agarwal (Student) (86 Points)
Replied 10 September 2017

but what about section 152(6),?

AKHIL SAI Koppala (33 Points)
Replied 10 September 2017

'Re appointment of directors would not increase the directors.
But for your query 152 (6) is no way related as you wanted to appoint new directors which should be done according to section 160 of Companies Act 2013.

Ankit Agarwal (Student) (86 Points)
Replied 10 September 2017

i want to know that if I appoint 6 additional director then i will have 9 rotational and 6 non rotational director and as per 152(6) atleast 2/3 should be rotational.. so now lookin into matter i nee to have 10 roatational but i have only 9..
i want to clear whether now the appointment is vaild or not?

AKHIL SAI Koppala (33 Points)
Replied 10 September 2017

Such appointment is not valid. You should at least have 10 Directors as rotational.

However if the company want's the newly appointed directors as permanent directors then you should increase the number of directors that can be appointed by a company to 18 and appoint 3 more directors to make the rotational directors as 12 and non rotational as 6.

Harsh Thadeshwar (15 Points)
Replied 10 September 2017

section 152(6)(a) is overriding section 160 so additional director shall not be considered as retiring director, and number of additional directors will be considered while calculating the total number of directors for the purpose of section 152(6)(a) so the appointment is not valid!

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Harsh Thadeshwar (15 Points)
Replied 10 September 2017

correction- overriding section 161*

AKHIL SAI Koppala (33 Points)
Replied 10 September 2017

But I thought you meant additional directors means new directors but not "ADDITIONAL DIRECTORS us 161 (1).
I rehearse for my mistake.

I regrat for that.

We should not consider additional directors as rotational because they will not hold theur office till the end of AGM they will vacate before the commencement of AGM. So if you want them to continue as directors in the company you have to reappoint under sec 160.

Ankit Agarwal (Student) (86 Points)
Replied 10 September 2017

thanks..🙂

AKHIL SAI Koppala (33 Points)
Replied 11 September 2017

Hope this is helpful Sir.

Ashish Ku Pradhan (CS Trainee) (55 Points)
Replied 15 September 2017

For rotation Minimum 10 Directors requirment is mandatory or any provison applicable?

Kindly clarify

Ankit Agarwal (Student) (86 Points)
Replied 15 September 2017

its 2/3 rd of the total number of directors unless articles provide for all the directors to retire, sec 152(6). The no 10 requirement is in our example.

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