Appointment of Nominee Director

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Querist : Anonymous

Querist : Anonymous (Querist)

16 April 2010 The Pvt. Ltd company has entered the shareholding agreement with a foreign company, as per clauses of the agreement the Foreign company appointed the Nominee Director. Now the foreign company nominating the another person in place of the First Director, Whether Board Approval is required for the same? What are the other compliances on this part?

KRISHNA KUMAR R C

KRISHNA KUMAR R C (Expert)
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16 April 2010 Yes, appointment of directors whether nominee or otherwise need approval of the Board of Directors

Querist : Anonymous

Querist : Anonymous (Querist)

16 April 2010 As I told, there is a clause for the appointment of the nominee director in the Shareholding agreement. Now it is regarding the replacement of the first nominee director, still they require BM approval, Pls quote the provision.

Jagruti (CS)

Jagruti (CS) (Expert)
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16 April 2010 There is no specific clause in Companies Act But you need to approve in Board and Even file Form 32 for both resignation of first director and appointment of another Director in its place. THe designation for both will be Nominee Director & not additional Director in Form 32

Querist : Anonymous

Querist : Anonymous (Querist)

16 April 2010 whether appointement of second nominee director with retrospective effect is possible?