CA NeWs Beta*: Violation of companies law,if director appointed in Board meeting

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Wednesday, August 20, 2014

Violation of companies law,if director appointed in Board meeting

1)All Director(except additional & alternate) to be appointed in GM{sec 152}
2)For appointment as director of any person in general meeting,14 days notice & deposit of Rs.1 Lakh is necessary {sec 160}.However, Draft notification will exempt this sec for pvt ltd company in future.
3) Sec 255(2) of Companies Act, 1956 provides that director  of a private company shall subject to regulations in articles of company, also be appointed by the company in general meeting.But, there is no similar provision under Companies Act, 2013.
4)Additional director can be appointed by Board only if articles so provides power to BOD.He shall hold office upto date of next AGM or last date on which AGM should have been held.Board can not appoint a person who fails to get appointed as a director in a general meeting
5) If any additional director has been appointed in Board meeting on or after 1.4.14, appointment must have been regularize in AGM, otherwise, he can not continue.

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