Appointment of director

Hi Isha,

I think the only option i personally think is appointing B as alternate director. But for that, the director A should not be in the state in which the board meetings are held. Also, the period should be atleast 3 months.

Regards,

Subbu

Agreed with Mr.Subhramanian,

In your case,  you can opt for appointing Mr . B as additional director u/s 260.

Dear Frnds,

Mr. Subhramanian is correct.. an alternate director is required to be appointed in such cases.

Regards,

Shivi

There is no need to follow Alternate Director route and appoint Mr. B in place of Mr. A in case Mr. A is unwell.

Simply expand your board by appointing Mr. B as an Additional director u/s 260. For appointment pass a board resolution and file form 32 with ROC within 30 days of passing board resolution.

RG

Thank you members,

Original ques:- Hi everyone,

Is it possible under Law for appointment of director(Say B) in place of director (Say A), when A is unwell.

Company is a public limited company.

but we can't appoint him as additional director, since there is some management dispute. we have to appoint B in place of A.

As per section 313:- director has to be out of state in which BM held, but this does not apply to us. the only thing is director A is unwell and he can not attend the BMs

So is it legally possible for us to put B in place of Director A in the company

Please advice

It is Possible only if a special notice is given by the members to the BOD to remove Director A  U/S 284 and in place appoint B as a Director Afterwards

Afterwards convene an Extraordinary General Metting  and if ordinary resolution is passed in the EGM and additional formalities of filling of documents in Roc and Sebi.

No an office of director cannot be asigned.company can only appoint an additional director or a director to be appointed by shareholdres.but in all cases directors will be independent in there capacity.no proxy concept