Prince was appointed as additional director by the Board of directors of John Ltd. on 1st March, 2015. He was simultaneously appointed as the company's managing director by majority voting at the same Board meeting. Refe
CS Professional · Advanced Company Law and Practice · PYQS · December 2015
Prince was appointed as additional director by the Board of directors of John Ltd. on 1st March, 2015. He was simultaneously appointed as the company's managing director by majority voting at the same Board meeting. Referring to the provisions of the Companies Act, 2013, examine the validity of the appointment of Prince as additional director and as the managing director at the same time. What shall be your answer in case Prince failed to get appointed at the company's annual general meeting?
Answer & Explanation:
Articles of a company may confer upon its Board power to appointment Additional Director, other than a person who fails to get appointed as a director in a general meeting, as an additional director at any time who shall hold office up to the date of the next annual general meeting or the last date on which the annual general meeting should have been held, whichever is earlier (Sec. 161(1)). If a director, during his tenure as additional director of the company, had been appointed as managing director of the company, his appointment as managing director also ceases simultaneously with the termination of his directorship at the commencement of the AGM. However, if such a person was elected as a regularized director at the AGM, he will continue to be a director of the company and also as its managing director for the period for which his appointment as managing director had been made under Section 196 of the Companies Act, 2013. Since Prince was appointed first as additional director and then a managing director may be in the same director the appointment as MD is valid, but if he fails to get his appointment as additional director regularized in the AGM he will automatically cease to be Managing Director of the company.
Topics: Directors
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