Government, and shall become void, if and in so far as it is disapproved by the Central Government

But, if the increase in the number will not make the

total number of directors more than twelve, no approval of the Central Government shall be necessary. Again, the approval of the Central Government

shall not be necessary where Articles, as originally registered, provide for maximum number

of directors beyond twelve and the increase sought though beyond twelve is within the maximum provided by such Articles. Thus, if say, the Articles of a

company provide for maximum strength of the Board at ten (present strength also being ten) and the company proposes to raise it to twelve, it shall only

need special resolution to be passed at the meeting of shareholders for the purpose. But, if the strength is proposed to be increased to thirteen or more,

besides members’ resolution, approval of the Central Government shall also be necessary. However, if the maximum strength of the Board as contained

in the Articles (as originally registered) is already more than twelve, say fifteen raising the strength of the Board up to the maximum as contained in the

Articles shall require ordinary resolution only. Thus, if in the latter situation, the present strength of the Board is ten and is proposed to be raised to fourteen

(i.e., within the maximum permissible under the Articles, viz., fifteen), only an ordinary resolution shall be sufficient. No approval of the Central Government

shall be necessary.