377. RESTRICTIONS ON
RIGHT OF MANAGING AGENT TO APPOINT DIRECTORS. [(1) The managing agent of a company may, if so authorised by its
articles, appoint not more than two directors where the total number of
the directors exceeds five, and one director where the total number does
not exceed five.(1A) Nothing contained in sub-section (1), or any other provision of
this Act, or in the memorandum or article of a company, or in any
agreement executed by it, or in any resolution passed by the company in
general meeting, or by its Board of directors shall be deemed to
authorise the managing agent to appoint the chairman of the Board of
directors.(2) The managing agent may, at any time, remove any director so
appointed, and appoint another director in his place or in the place of
a director so appointed who resigns or otherwise vacates his office.(3) Any provision contained in the articles of, or in any agreement
with, the company authorising the managing agent to appoint more than
the number of directors authorised under sub-section (1), which is in
force immediately before the commencement of this Act, shall, in regard
to the excess, be void, with effect from the expiry of one month from
such commencement.(4) Where at the commencement of this Act, the number of directors
appointed by the managing agent exceeds the number authorised under
sub-section (1), the managing agent shall determine which of them shall
continue to hold office, and intimate the choice made by him to the
company before the expiry of one month from such commencement; and only
the director or directors so chosen shall continue to hold office as
directors after such expiry.(5) If no choice is made by the managing agent as aforesaid, all the
directors appointed by him shall, with effect from the expiry of one
month from the commencement of this Act, be deemed to have vacated their
offices.(6) Where from any cause the total number of directors is so reduced
as not to exceed five, but the number of directors appointed by the
managing agent exceeds, after such reductions, the number authorised
under sub-section (1), the managing agent shall determined which of them
shall continued to hold office and intimate the choice made by him to
the company before the expiry of one month from the happening of the
cause and only the director so chosen shall continue to hold office as
director with effect from such expiry :Provided that if no choice is made by the managing agent as
aforesaid, all directors appointed by him shall, with effect from shall
expiry, be deemed to have vacated their offices.
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