Approval of Company Law Board is required for inserting a new provision in articles of association relating to appointment or re-appointment - Companies Law - Letter : No. 1 (120)/CL-I/65,

Letter : No. 1 (120)/CL-I/65, dated 4 ‑ 11 ‑ 1965. Subject:- A pproval of Company Law Board is required for inserting a new provision in articles of association relating to appointment or re-appointment Recently a question arose as to whether the insertion of a new provision in the articles of association of a company, etc., relating to the appointment or re‑appointment of a managing or whole‑time director or a director not liable to retire by rotation, as distinct from an amendment of existing provision in this regard in the articles of association of the company, etc., requires the approval of the Company Law Board under section 268. The Board is advised that the approval of the Board is not required under section 268 for making a new provision in this regard. The approval of the Board would be required under section 268 only when an existing provision in the articles of association, etc., is amended. Approval of the Board would, however, be required under section 2695 for the appointment or re‑appointment of a person for the first time as a managing or whole‑time director as contemplated by the section.