Appointment of Director
This query is : Resolved
Dulal Chatterjee
(Querist)
08 December 2010
My query is : is it posbl to appoint a director/WTD by passing a resolution at BM or EGM in a Pvt Ltd Co?
Pls. advice me?
Regards,
Dulal Chatterjee
Tax Consultant
Pls. advice me?
Regards,
Dulal Chatterjee
Tax Consultant
Jayashree S Iyer
(Expert)
09 December 2010
Resolution at Board Meeting is sufficient.
Ajay Mishra
(Expert)
09 December 2010
Hi
In case of Appointment of director in Board Meeting is easy. But as good corporate practice is to appoint him/her at general meeting.
The provisions of appointment of MD/WTD will not apply to private company unless it is subsidiary of holding public company. The appointment govern by their own articles.
Regards
In case of Appointment of director in Board Meeting is easy. But as good corporate practice is to appoint him/her at general meeting.
The provisions of appointment of MD/WTD will not apply to private company unless it is subsidiary of holding public company. The appointment govern by their own articles.
Regards
udit sharma
(Expert)
09 December 2010
Hi....
If authorised by the Articles of Association of the Company, the Board of Directors can appoint a person as an Additional Director on the Board to hold the office till the date of AGM. Such a Director will be regularised by an Ordinary Resolution passed in the AGM.
If authorised by the Articles of Association or resolution passed by the shareholders, the Board of Directors can appoint a person as an Alternate Director to a Director who is not available in the state for a period of not less than 3 months where the BM are ordinarily held.
A person can be appointed as a Director to fill in the casual vacancy caused in the office of the Director in the BM.(This provision is not applicable to an Independent Private Company, but the Articles can contain an enabling provision)
Hence, for regularizing the Additional Director, appointing a person as a Director, re-appointing the Director retiring by rotation, re-appointing the person appointed as Director to fill in the casual vacancy in the office of the Director as a Director of the Company will require the consent o f thje members in the General Meeting!
God Bless
Udit Sharma
If authorised by the Articles of Association of the Company, the Board of Directors can appoint a person as an Additional Director on the Board to hold the office till the date of AGM. Such a Director will be regularised by an Ordinary Resolution passed in the AGM.
If authorised by the Articles of Association or resolution passed by the shareholders, the Board of Directors can appoint a person as an Alternate Director to a Director who is not available in the state for a period of not less than 3 months where the BM are ordinarily held.
A person can be appointed as a Director to fill in the casual vacancy caused in the office of the Director in the BM.(This provision is not applicable to an Independent Private Company, but the Articles can contain an enabling provision)
Hence, for regularizing the Additional Director, appointing a person as a Director, re-appointing the Director retiring by rotation, re-appointing the person appointed as Director to fill in the casual vacancy in the office of the Director as a Director of the Company will require the consent o f thje members in the General Meeting!
God Bless
Udit Sharma
Jayashree S Iyer
(Expert)
09 December 2010
For a private company Board resolution is sufficient. There is no need to appoint the director as additional, etc. and then regularise in GM. It's required only in case of public limited company.
However I agree with Ajay that as a good corporate governance if the appointment is approved in the GM.
However I agree with Ajay that as a good corporate governance if the appointment is approved in the GM.
Dulal Chatterjee
(Querist)
09 December 2010
Thanks all of you for an early reply.
Can a company (Pvt) maintain minute book seperately for BM, EGM and AGM?
Regards
Dulal
Can a company (Pvt) maintain minute book seperately for BM, EGM and AGM?
Regards
Dulal
Ajay Mishra
(Expert)
09 December 2010
Yes, You can maintain.
Jayashree S Iyer
(Expert)
09 December 2010
Generally minute books of Board Meeting and General Meetings are kept separately as the minute book of general meetings are open for inspection of its members.
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Depreciation Chart Companies Act
- GST Audit whether Govt Companies are exempt?
- EPF ECR NEW FILE SEP 17TH 2026
- PTRC Show Cause Notice on Email
- Utilisation Fy 25-26 TDS challans in Fy 26-27 TDS Return
- Capital Gail Exemption Certificate
- SECTION 393(3) TAX ON CASH WITHDRAWAL
- TAX AUDIT ON PROFESSIONAL INCOME
- Clarification Requested: Gift → NRO → NRE → Overseas Transfer - USA/CANDA (FEMA & Tax Compliance)
- Import of Software Service.
- EPF ECR NEW RULES Sep 17th 2026
- Taxation of crypto futures in India Fy 2026- 2027
- Transfer of Physical Stock Between Two Proprietorship Concerns
- Unable to File TDS Q2 Return – New TRACES Portal Error
- IMPORT PURCHASE ENTRY PASSED IN BOOKS OF ACCOUNT
- FAST DS 26 Undisclosed Foreign Asset Disclosure Scheme 2026
- Regime change
- Goods sold but invoice not issued
- Tally: Imported bank entries do not show up in manual reconciliation
- Sales of goods of amount Rs97 lakhs to a party
Trending Online Classes
-
DT & Audit (Exam Oriented Fastrack Batch) - For May 26 Exams and onwards Full English
CA Bhanwar Borana & CA Shubham Keswani
Subscribe to Pro
Join an elite circle of professionals
CAclubindia
