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Ours is a listed Government Company. Article 32 of our Company relating to the appointment of Directors read as follows: a) The Chairman, the Vice-Chairman and all other members of the Board of Directors (except part-time Directors) shall be appointed by the President. Till the time Directors are appointed, the Subscribers shall be deemed to be Directors of the Company. b) The part-time Directors shall be appointed by the President from time to time, as provided for in Article 31 supra. c) The President may from time to time, appoint the Chairman or any of the Directors to the office of the Managing Director(s) of the Company for such term and remuneration (whether by way of salary or other- wise) as he may think fit. Any such Chairman/ Director appointed to any such office shall, If he ceases to hold the office of Chairman/Director from any cause, Ipsofacto, immediately cease to be Managing Director(s). By virtue of the above Articles, all the Directors are being appointed by the President directly on the Board. What is the legality of the appointments such made in wake of the Section 152 and 160 of the Companies Act 2013? Do we need to take shareholders approval in the ensuing General Meeting for the same? It is pertinent to note here that our Articles do not contain any provision for appointment of Additional Directors.

Section 152- Appointment of directors.

Posted By: Soumendra das 9 year(s) ago

This question has been closed if you want to answer,you have to re-open.


    Akansha

As company is registered under Companies Act and appointment shall be made in accordance with the Act. Thus, Company shall require to get its articles altered and then appoint the director in accordance with the Act.

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