AoA is must and procedure of appoint such director and separation of power. Resolution will pass in board meeting in this regard and amendment in AOA.
Resolution shall communicate to registrar.
Procedure to give designation of Non Board Directors
Dear Sir/Madam, This is in reference to the previous query raised on this platform where in I had asked whether we can have non board directors (meaning marketing director, associate director etc) as per company HR policies, where in that person will not be part of board of directors as he is not director under companies act 2013. Pls refer the below link https://www.kaanoon.com/241487/designation-with-word-director-as-per-hr-policy-but-not-as-per-companies-act Now I would like to know that what procedure we need to follow & what amendments we need to make in AOA & HR policy to create such designation so that we don't violate the the Companies Act 2013 Is it mandatory to amend Articles of association to provide such designation ...Amending HR policy defining such designation would not suffice the requirement?"
Asked 6 years ago in Business Law
5 Answers
Section 167 of companies act provides that office of director shall become vacant if he
-
b) he absents himself from all the meetings of the Board of Directors held
during a period of twelve months with or without seeking leave of absence of the
Board;
You cannot have a director who will attend board meetings and not be part of board of directors
pass a resolution and then amend AOA, which is mandatory provision,
you can also amend your HR policy as per the new designations
Yes you need to ammend AOA and HE policy. As I have already stated the said directors will not have any legal status as per companies Act
6.1 The ultimate responsibility to appoint/remove directors should be that of the Company (Shareholders). If the Directors themselves are legally disqualified to hold directorships, they should have an equal responsibility for disclosing the fact and reasons for their disqualification. 6.2 Government should not intervene in the process of appointment and removal of Directors in non-Government companies. It is important that role and powers of Government, under the present provisions to intervene in appointment of Directors be reviewed and revised, vesting the responsibility on the shareholders of the company.
In the above circumstances there wont be any possibility to amend the AOA or HR policy to have a non-board director.
Why do you insist to have a director only, instead you can appoint a manager with some good designation when the law do not permit you to have a director without any power .
