SECTION 303

REGISTER OF DIRECTORS

Whether appointment of additional director or director appointed in casual vacancy constitute change within the meaning of sub-section(2)

A question has been raised whether appointment of an additional director appointed under section 260 or a director appointed in a casual vacancy under section 262 as a director by the company in its annual general meeting will constitute a change within the meaning of section 303(2). The above question has since been examined and it is clarified that where an additional director or a director appointed in a casual vacancy is appointed as a director of the company in the annual general meeting, the nature of his appointment changes radically. It would, therefore, be in the interest of such directors that such changes are notified to the Registrar under section 303(2).

This is in accordance with the earlier clarification issued by the Department (published in Company News @ Notes, July 1, 1963 issue) which is reproduced below:

"In the opinion of this Department where all the directors of a company retire at the annual general meeting and are re-appointed at the same meeting to the same respective offices as before, such re-appoints will not be deemed to constitute a 'change' within the meaning of sub-section(2) of section 303 and no return therefor need be filed. This does not, however, extend to additional directors (section 260) or directors appointed to the casual vacancies [section 262] which they are appointed for a full term at the annual general meeting"

* CIRCULAR NO.8/30(303)/79-CL-V, DATED 2.9.1980.