Company Secretary
74342 Points
Joined March 2009
Hi
Appointment to be in general meeting under section 255(2)
This sub-section requires to be specially noted. According to it, while the two thirds or more of the directors are appointed as provided in sub section (1) the remaining directors also in the absence of any provision in the articles are to be appointed by the company in general meeting and they may be appointed for such period or duration of time as the general meeting may determine.
The Board of Directors, if empowered by the articles is only given power to appointment additional directors so as to hold office up to the next Annual General Meeting. The Board has also power to fill casual vacancies in itself as provided in section 262. But except to the extent as stated above, the Board has no further powers as regards the appointment of directors.
Yes, Mr. Ankur is right that sub-section (2) not says any new appointments.
Regards