interpretation of section 260:

CA Anshu Agarwal (B€ @LW@¥$ ]-[@Pp¥) (1832 Points)

01 August 2010  


Nothing in section 255, 258 or 259 shall affect any power conferred on the Board of directors 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.




  • An additional director can be appointed by BOD only if articles empower the BOD to appoint additional director.


  • Appointment of additinal director does not require the approval of Central Government.


  • The total number of existing director plus additional director cannot exceed the maximum limit prescribed by the articles.


  • Additional director not to be rotational director and not to be count for number of rotational director as requried u/s 255.