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Nominee director

05 January 2016

I want to incorporate a private limited co. in which i need to incorporate an additional article in AOA for appointment of Nominee director by only one particular shareholder(SUBSCRIBER). "That particular shareholder can appoint two or more Nominee Directors in the Company when she desire."

is it possible.?

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CS Manoj V.Ayadi (CS LLB) (118 Points)
Replied 25 March 2016

DEFINATION:

Nominee directors: The board can appoint nominee directors, if its articles permit. Other wise it has to amend its articles for such power. It is usual for the financial Institutions which lend money to the companies to impose a condition to the effect that it can appoint its nominee to be on the board of the company. The term of office of such nominee director shall be decided by the institution only. {Section 161(3)}.

Que: you want to appoint nominee director by one shareholder on his/her desire

ANS: considering defination and provision of the companies act , nominee director can be appointed by financial institution or govt pursuit to the applicable laws.

so you can not appoint nomine director on shareholders desire.

Please ,corrrect me if i am wrong