Company law

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simran (Querist)
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26 February 2015 i have a query
if public company appointing independent director in egm. then whether board resolution is to be attached to eform dir12 or ordinary resolution passed in EOGM is to be attached

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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27 February 2015 Appointment of independent director shall first be considered in the meeting of the
Board of Directors and later on approved by the company by way of ordinary resolution in general meeting as per Section 152(2).
However, the second tenure of five consecutive years shall be by way of special resolution passed in the general meeting.

File DIR-12 with copy of appointment letter and consent in form DIR-2

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simran

simran (Querist)
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28 February 2015 it means no need to attach board resolution copy or ordinary resolution copy with the e form DIR 12

simran

simran (Querist)
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28 February 2015 and i have one more query Mr. Mitesh Mehta.
if u could help me out.

there are 3 directors in the PUBLIC UNLISTED company
1.MANAGING DIR
2.WHOLE TIME DIR
3. NON EXECUTIV DIR

NON EXECUTIVE dir is the wife of whole time director.

and DUAGHTER IN LAW of managing director

In Board meeting we want to increase the remuneration of NON EXECUTIVE DIRECTOR under place of profit,

NOW QUESTION IS

whether MD AND WTD would CONSIDERED AS INTERESTED PARTY

CAN WTD AND MD be a partof quorum and cast a vote or not?