03 November 2011
(1)In any board meeting normal directors can not be appointed, Only additional directors and Directors in casual vacancy can be appointed.
Your company will have to appoint them as additional director in the board meeting and will have to regularize them in the next general meeting.
(2) Form 32 has to be filed after they are regularized in the General Meeting. Because form 32 has to be filed every time when the status of the directors has been changed.
(3) MD or WTD can not be appointed without the approval of the shareholders in the General meeting.
(4) MD’s or WTD remuneration can not be decided later on as the remuneration of MD is one of the matters of the Agreement of his appointment.
(5) Yes, approval of MD’s or WTD appointment can be considered in the EGM. But the notice of the EGM must have to clearly mention the proposed resolution of the MD’s appointment and Explanatory statement to his appointment.
(6) Yes. Form 32 has to be filed as the status of the Mr. A has been changed to MD from the director.
05 November 2011
KINDLY PROVIDE SPECIMEN DRAFT OF NOTICE OF EGM TO BE SENT TO SHAREHOLDERS FOR APPOINMENT OF WHOLE TIME DIRECTOR IN PRIVATE LIMITED COMPANY. I AM NOT ABLE TO GET IT FROM ANYWHERE.
09 November 2011
It is not mandatory for a private company to appoint WTD.
However by passing a board resolution a private company may appoint a person as its WTD. You have to file form 32 within 30 days of passing BR for the appointment of WTD.
09 November 2011
“RESOLVED THAT pursuant to the provision of sections 198, 269 and 309 read with Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) and subject to the approval of shareholders at the next General Meeting, Mr. Ajit Kumar be and is hereby appointed as non-rotational Whole Time Director of the company with effect from 28.11.2001.
RESOLVED FURTHER THAT any Director or Company Secretary of the company be and is hereby authorized to file the necessary returns with the Registrar of Companies.”
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