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Concept of additional director

hireshire (n/a) (185 Points)

14 February 2012

What is the concept of Additional Director in Company Law? Can an additional director of a listed public limited company be the chairman of a company? Further, can an additional director of a listed public limited company be its executive director or independent director or non-executive director?

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11 Replies

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 15 February 2012

Articles of the company give power to board of directors to appoint additional director and they can hold the office only upto the next AGM. Its a special emergency power given to board to appoint additional director as and when they feel necessary for eg. to acheive minimum no. of directors on board. Additional director can be chariman, MD, WTD, independent or non executive director.

1 Like

prakash (Company Secretary) (1352 Points)
Replied 15 February 2012

According to section 260 of companies act, Board of directors of company have power by the articles to appoint additional directors: Provided that such additional directors shall hold office only up to the date of the next annual general meeting of the company: provided further that the number of the directors and additional directors together shall not exceed the maximum strength fixed for the board by the articles.

Additional director of listed company can be elected as chairman of company as well as MD or executive director or independent director or non executive director.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 15 February 2012

Additional Director is also a director of the Company as other directors. He may be executive or non executive.

Ajay Mishra (Company Secretary) (74332 Points)
Replied 15 February 2012

Articles almost invariably provide for appointment of directors by the Board in certain cases. Thus, section 260 empowers the Board of Directors, if so authorised by the articles, to appoint additional directors. In view of such a provision, the company in general meeting cannot usurp the power vested in the Board unless it is shown that the power could not be exercised by the Board owing to discussion or deadlock in the Board.

Section 260 authorize the Board to appoint additional directors if so empowered under the articles of associations of the company concern. The power conferred under section 260 is subject to the conditions that the number of the directors and additional directors together should not exceed the maximum strength fixed for the Board by the articles and such additional director shall hold office only up to the date of the next AGM.

The additional director would cease to be a director(unless he is re-appointed) at the AGM, but he would not cease to be a director immediately before the commencement of the AGM. As additional director would continue to be a director he would accordingly continue to be the chairman of the Board and consequently be entitles to preside as the chairman of the AGM.

Regards

ACS Ajay Mishra

Srikant (Asst.Company Secretary) (35 Points)
Replied 07 April 2012

Pls Clarify, In our Company, there was four Director. Two regular director & two additional director. Additional Director was appointed on 2nd May, 2011. On 13th May, 2011 two regular Directors was resigned from the Company. Their e-Form 32 is filed on 06th April,2012 with late ROC fees. Now the problem is that in Company there is only two Additional Directors who was regularised on Last year AGM & his e-From 32 is due to file But the problem is that who (Director) shall certify e-Form 32 for their regularisation. Can any one of the two director is eligible to certify e-form -32.

Mohammed (CS, Mcom, LLB) (852 Points)
Replied 07 April 2012

Yes any one of the Director can certify the form in your case.

Learned members views are solicited

Srikant (Asst.Company Secretary) (35 Points)
Replied 07 April 2012

But, I have DSC of only one Director.

Srikant (Asst.Company Secretary) (35 Points)
Replied 07 April 2012

Can i file a single e-Form 32 for both Director & affix their signature.

Mohammed (CS, Mcom, LLB) (852 Points)
Replied 07 April 2012

Yes you can..

Neeraj (acs) (23 Points)
Replied 18 June 2012

Sir,

What is the difference between executive director and WTD and if we appoint an additonal director as executive director are we supposed to comply with the provisions of schedule 13 or any other.?

and one more thing if an additonal director can be regularized only in AGM or we can regularize him in an EGM also held beforee the AGM in which he was supposed to be regularized.?

plz reply.

patel mayur (articals) (22 Points)
Replied 21 December 2015

Pls Confm me, Can one person which is already additional director of one company can be additional director of another company? In short can one person can be additional director of more than one company