section 161(1) of the companies act 2013- Appointment of additional director
The Article of a company may confer on its boards of director power to appoint any person as an additional director at any time
Even When the registered article doesn’t express the power to appoint additional director, then as per regulation 66 of Table F give the power to the board to appoint an additional director.
The additional director appointed not to be a person who fails to get appointed as a director in a general meeting.
The person who is appointed as an additional director shall hold the office up to
- the date of next A.G.M or
- where A.G.M is not held on last due date, then up to the last date on which A.G.M should have been held whichever is earlier
Section 161(1) don’t give the power to appoint additional director, it is only articles of a company (or Table F maybe)
Resolution for appointment of additional director -Appointment may be done by way of passing a resolution at a board meeting or by passing through a resolution by circulation (like postal ballot)