Gargi Ranade (CS) (410 Points)
20 June 2018Dear all,
We are Private Ltd. Co. and we wish to appoint one person as a Director and Vice president . I understand that term Vice President is no where defined any where in Company Law, but can we appoint him as Director and VP symultaniously , he will be earning remmunaration only in capacity of Director though .
Do we need to complete any aadditional formalities than appointment of Director if we appoint him as VP & Director .
Please reply .
Regards,
Gargi A. Ranade
CA S Praveen Kumar Reddy
(Chartered Accountant)
(2195 Points)
Replied 20 June 2018
CS M Pota
(Company Secreatary)
(3180 Points)
Replied 20 June 2018
Dear Madam,
Directorship is a senior post then Vice President.Logically one can not be senior and at the same time junior too. Secondly, When any director earns remuneration from the Comapny it is called that the Director is holding whole time employment consequently, his designation should either be as Managaing Director or Whole time director and not as Vice President.
CS M Pota
(Company Secreatary)
(3180 Points)
Replied 20 June 2018
Dear Madam,
Directorship is a senior post then Vice President.Logically one can not be senior and at the same time junior too. Secondly, When any director earns remuneration from the Comapny it is called that the Director is holding whole time employment consequently, his designation should either be as Managaing Director or Whole time director and not as Vice President.
Law Aspire
(CS)
(755 Points)
Replied 20 June 2018
But here we can consider the post of Vice President One Level below Board .
For this Companies Act provisions before appointment must be taken into account.
CS M Pota
(Company Secreatary)
(3180 Points)
Replied 20 June 2018
Which procedure you will consider to be taken in to account?
Law Aspire
(CS)
(755 Points)
Replied 20 June 2018
passing of board resolution for appointment as Vice president
CS M Pota
(Company Secreatary)
(3180 Points)
Replied 20 June 2018
There is no requirement for passing Resolution in the Board for appointing only Vice President if the appointee is not a Director of the Company.
Law Aspire
(CS)
(755 Points)
Replied 21 June 2018
| Originally posted by : CS Malay M Pota | ||
 |
There is no requirement for passing Resolution in the Board for appointing only Vice President if the appointee is not a Director of the Company. |  |
Appointment of persons one level below the Board needs to be approved in Board Meeting
d suresh
(24 Points)
Replied 21 June 2018
CS M Pota
(Company Secreatary)
(3180 Points)
Replied 21 June 2018
There is no need to pass Resolution at the Board Meeting for appointing Vice President.However you are saying it is required,please provide provision under the Companies Act 2013 with Rules for the same.
Law Aspire
(CS)
(755 Points)
Replied 21 June 2018
As per section 179(3)of Companies Act 2013 & rules made thereunder some powers to be exercised by the Board by passing resolution in the Board meeting. one of such instance is "To take note of appointment(s) or removals(s) of one level below the KMP;
CS M Pota
(Company Secreatary)
(3180 Points)
Replied 22 June 2018
Here we are talking about passing of Resolution for appointment of Vice President and not for taking note of appointment of Vice President if you considered Vice President one below level from KMP as said in Section 179(3) (k) of the Companies Act.2013 read with ( Meeting of the Board and its Powers)Rules,2014.
In the Board Meeting, Resolution is to be passed only for taking decision for any matter where as for taking note there is no any decision is to be taken so Resolution is not required to be passed.
CAclubindia
