As per Articles of Association, the maximum number of Directors of a company is 9. The Board of Directors of the aforesaid company proposes to increase the number of Directors to 15. Advice, whether under the provisions of the Companies Act, 2013, the Board of Directors can do so?
As per Section 149 of Companies Act 2013 :-
(1) Every company shall have a Board of Directors consisting of individuals as directors and shall have—
(a) a minimum number of three directors in the case of a public company, two directors in the case of a private company, and one director in the case of a One Person Company; and
(b) a maximum of fifteen directors:
Provided that a company may appoint more than fifteen directors after passing a special resolution:
Provided further that such class or classes of companies as may be prescribed, shall have at least one woman director.
Hence, the Board of Directors can increase the number by simply appointing the additional 6 directors at the general meetings of the company after following the prescribed procedure and conditions.