Dear All,
Can Board of Directors appoint a person directly as director instead of additional director under the Companies Act, 2013 if is provided in AOA of the Company?
Vandana J Doshi
(Practising Company Secretary)
(12562 Points)
Replied 17 September 2014
P C Agrawal
(Registered independent director Past Ch)
(8229 Points)
Replied 17 September 2014
As a general rule, directors are to be appointed by members in general meeting only [Sec.152(2)]. Board has been given power to appoint directors only in specific circumstances with conditions (i.e. additional director or to fill casual vacancy). In other cases Board cannot appoint directors.
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