Appointment of director

No Prakash....check sec 161 (1) wherein it is stated that the AOA may confer on the BOD the right to appoint a director as an additional director......no where is it specified that one can appoint a director straight as a regular director in the BM if authorised by its AOA....however the same can be done in the GM.... Furthermore, AOA of a Company is not above the law....so even if the AOA provides so, it is wrong... this is my view....wait for other views....

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.