APPOINTMENT AS DIRECTOR

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This query is : Resolved

CMA. CS. Sanjay Gupta (Querist)

26 March 2010 AN INDIVIDUAL HAS ENTERED INTO A JOINT VENTURE WITH A PRIVATE LIMITED COMPANY TO CONSTRUCT A RESIDENTIAL APARTMENT. INDIVIDUAL WILL PROVIDE LAND AS HIS CONTRIBUTION AND THE COMPANY WILL CONSTRUCT THE BUILDING. THE PROFIT SHARING RATIO IS 35 % INDIVIDUAL AND 65% COMPANY. THE INDIVIDUAL, WHO STAYS ABROAD GIVES POWER OF ATTORNEY TO HIS SISTER TO LOOK AFTER THE PROJECT. INDIVIDUAL IS ALSO A SHAREHOLDER(7.5%) IN THAT COMPANY.

THE QUESTION IS WHETHER THE INDIVIDUAL OR HIS SISTER CAN BECOME DIRECTOR IN THAT COMPANY? IS THEIR ANY CONTRAVENTION AS PER IT ACT OR COMPANY LAW?

Ankur Garg

Ankur Garg (Expert)

26 March 2010 Yes he can be appointed as additional director of the company u/s 260.

Procedure for appointment of director

1. First collect DIN No. of proposed director and get it approved from MCA.

2. Collect consent letter from the proposed director. (Recommended but not compulsory)

3. Convene a Board Meeting for appointment of director

4. Download Form-32 from www.mca.gov.in

5. Fill form-32 and get it certified from a PCS/PCA and upload the same on MCA site for ROC filing with in 30 days from the date of Appointment of director (Board Meeting).

Ankur Garg

Ankur Garg (Expert)

26 March 2010 Find below the board resolution:

Appointment of Additional Director:

“RESOLVED THAT pursuant to Section 260 of the Companies Act, 1956 and Article No.______ of the Articles of Association of the Company, Mr. Rajesh Gupta be and is hereby appointed as Additional Director of the Company.

RESOLVED FURTHER that any director of the Company be and is hereby authorized to file the return pursuant to section 303 of the Companies Act, 1956 with the Registrar of Companies concerned in the prescribed form.

Views of other members solicited regarding the query.

Regards

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Querist)

26 March 2010 WILL THERE BE ANY PROBLEM AS HE/SHE IS TO BE APPOINTED AS A DIRECTOR IN A COMPANY WITH WHICH THEY HAVE ENTERED INTO A JOINT VENTURE?

CA Ravi Sisodia

CA Ravi Sisodia (Expert)

26 March 2010 Agree

Bhaskaran Chackrapani Warrier

Bhaskaran Chackrapani Warrier (Expert)

27 March 2010 Procedure continued:-
w.e.f 14/03/2010 a declaration in writing should be obtained by the company from the said director that he/she is not restrained/disqualified/removed of,for being appointed as director of a company under section 203,274 and 388E of the Companies Act,1956.

CMA. CS. Sanjay Gupta

CMA. CS. Sanjay Gupta (Querist)

27 March 2010 WILL THERE BE ANY PROBLEM UNDER INCOME TAX ACT(RELATED PARTY)

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