Appointment of an Additional Director

Text of the provision of Section 161(1) of Companies Act, 2013: The articles of a company may confer on its Board of Directors the power to appoint any person, 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.

Key Considerations:

• Board of Directors can exercise the power to appoint Additional Director only if authorized by Articles of Association.
• If authorized by Articles of Association, Board can appoint any person as Additional Director other than a person who fails to get appointed as Director in a general meeting.
• Additional Director can be appointed by passing a resolution in Board meeting or by circulation.
• An additional director holds office only upto the date of the next Annual general meeting of the company or the due date of next Annual General Meeting, whichever is earlier.

The following procedure is to be followed for appointment of an additional director