The directors of a company may appoint directors- As Additional Directors (Sec. 260) Any additional
directors appointed by the directors shall hold office only up to the date of the next annual general meeting of the company. The number of directors and additional directors must not exceed the maximum strength fixed for the Board by the Articles [Patrakola Tea Co; Re, A.I.R.(1967) Cal. 406]
If the annual general meeting of a company is not held or cannot be held, the additional director shall vacate his office on the day on which the annual general meeting should have been held.
If an additional director has been appointed as managing director also, the moment he ceases to be an additional director, he will cease to be the managing director.
· In a casual vacancy (Sec. 262) In the case of a public company, or a private company which is a subsidiary of a public company, if the office of any director appointed by the company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may be filled by the board of directors subject to any regulations in the Articles of the Company. By ‘ casual vacancy’ is meant any vacancy, which occurs by reason of death, resignation, disqualification, or failure of an elected director to accept the office for any reason other than retirement, by rotation. A vacancy caused by the retirement of a director by rotation is not a casual vacancy. Such a vacancy has to be filled by the annual general meeting.
· As alternate director (Sec.313) An alternate director can be appointed by the board if it is so authorized by (i) the articles of the company, or (ii) a resolution passed by the company in the general meeting.
He shall act for a director called the original director during his absence for a period of at least 3 months form the state in which board meetings are ordinarily held.
directors appointed by the directors shall hold office only up to the date of the next annual general meeting of the company. The number of directors and additional directors must not exceed the maximum strength fixed for the Board by the Articles [Patrakola Tea Co; Re, A.I.R.(1967) Cal. 406]
If the annual general meeting of a company is not held or cannot be held, the additional director shall vacate his office on the day on which the annual general meeting should have been held.
If an additional director has been appointed as managing director also, the moment he ceases to be an additional director, he will cease to be the managing director.
· In a casual vacancy (Sec. 262) In the case of a public company, or a private company which is a subsidiary of a public company, if the office of any director appointed by the company in general meeting is vacated before his term of office expires in the normal course, the resulting casual vacancy may be filled by the board of directors subject to any regulations in the Articles of the Company. By ‘ casual vacancy’ is meant any vacancy, which occurs by reason of death, resignation, disqualification, or failure of an elected director to accept the office for any reason other than retirement, by rotation. A vacancy caused by the retirement of a director by rotation is not a casual vacancy. Such a vacancy has to be filled by the annual general meeting.
· As alternate director (Sec.313) An alternate director can be appointed by the board if it is so authorized by (i) the articles of the company, or (ii) a resolution passed by the company in the general meeting.
He shall act for a director called the original director during his absence for a period of at least 3 months form the state in which board meetings are ordinarily held.