Appointment of Director

This query is : Resolved

Dulal Chatterjee (Querist)
Follow

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

Jayashree S Iyer

Jayashree S Iyer (Expert)
Follow

09 December 2010 Resolution at Board Meeting is sufficient.

Ajay Mishra

Ajay Mishra (Expert)
Follow

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

udit sharma

udit sharma (Expert)
Follow

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

Jayashree S Iyer

Jayashree S Iyer (Expert)
Follow

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.

Dulal Chatterjee

Dulal Chatterjee (Querist)
Follow

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

Ajay Mishra

Ajay Mishra (Expert)
Follow

09 December 2010 Yes, You can maintain.

Jayashree S Iyer

Jayashree S Iyer (Expert)
Follow

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

Join the CA Students WhatsApp Community for ICAI Updates, Trending Courses & Notes!

Similar Resolved Queries

Unanswered Queries

Popular
Recent

Trending Online Classes

Direct Tax Laws & International Taxation May 26,Sept 26 & Jan 27

CA Arvind Tuli

Enroll Now
Audit Fast Track Recorded Batch For May 26,Sept 26 & Jan 27

CA Aarti Lahoti

Enroll Now
DT & Audit (Exam Oriented Fastrack Batch) - For May 26 Exams and onwards Full English

CA Bhanwar Borana & CA Shubham Keswani

Enroll Now

view all classess

Meet our CAclubindia PRO Members

Rakesh Maner

Credible HRM

Jai Solanki

Ashif Cheenikkal

sandhya.v

Subscribe Now

Appointment of Director

Similar Resolved Queries

Trending Online Classes

Meet our CAclubindia PRO Members

Quick Links

Browse by Category

Latest Job Openings

Senior Executive

Manager- Finance and Compliance

GST CONSULTANT

GST CONSULTANCY

Accountant

CA Final

Article Assistant

Associate CA