Whether a Whole-time Director needs to be appointed as a director first or A Person can be appointed as a whole time director directly.

My query is in case of alteration in the articles of association of the Company, then whether there is any legal provision whereby it is required to mention the date of passing of resolution/ general meeting in which such alteration is approved, as a footnote in the printed set.

A PERSON WHOSE DESIGNATION IS NOT MANAGER BUT EQUIVALENT TO MANAGER HAS BEEN AUTHORISED BY BOARD TO DIGITALLY SIGN THE DOCUMENTS/ FORMS FOR SECRETARIAL PURPOSE AND ANNUAL FILLING ( FORMS TO BE FILLED WID ROC)
FOR HIM FORM32 HAS BEEN FILLED AS MANAGER.
UNDER WHAT SITUATIONS OR SECTIONS HE CAN BE HELD PERSONALLY LIABLE.
ALSO PLEASE DISCUSS THE PROCEDURE FOR APPOINTMENT OF MANAGER.

Dear All

I have a Query related to Casual Vacancy caused in Private Limited Company :

Facts are
1. Casual Vacancy Caused by Death of Director ( there were only two directors)
2. He was Promoter and Later on appointed as M.D. in General Meeting of the company.
3. As per AOA of company , Article for Causal Vacancy is as follow :

Subject to provision of Section 262 of the Act, Board shall have the power at any time and from time to time, to appoint any qualified person to be a Director to fill a casual Vacancy . Any person so appointed shall hold office only upto the date which the Director in whose place he is appointed would have held office if it had not been vacated by him.

Further as per AOA :

QUORUM :

The Quorum for the meeting of the Board shall be one Third of its total Strength or two Director, which ever is higher..


4. As per Section 262 :

262. Filling of casual vacancies among directors. (1) In the case of a public company or a private company which is a subsidiary of a public company, if the office of any director appointed by the company in general meeting is vacated before his term of office will expire in the normal course, the resulting casual vacancy may, in default of and subject to any regulations in the articles of the company, be filled by the Board of directors at a meeting of the Board.

(2) Any person so appointed shall hold office only up to the date up to which the director in whose place he is appointed would have held office if it had not been vacated as aforesaid.

and

(3) Casual vacancy in private company

Section 262 applies to only public companies and private companies which are subsidiaries of public companies. This, however, does not mean that a private company which is not a subsidiary of a public company is debarred from vesting in its Board, by articles, the power to fill casual vacancies among its directors. Such a company can by its articles vest in its Board that power without any of the limitations imposed by section 262.


Now my Question is

1. Casual Vacancy is caused by Director who was promoter and subscriber to MOA . In that case his appointment was consider be held in Board Meeting or in General Meeting...?? ( As per section 262, C. V. caused by death of Director who was appointed in General Meeting , can be filled in Board Meeting.)


2. Is that possible to appoint any qualified person as Director in absence of Quorum in Board Meeting. ( which is required to be hold proper Board Meeting.)

or Is any other Option or Alternate is available in such situation ???

its Urgent????????


Please let me know : ' if "X" is a Nominee director of Company and has been promoted and sent to France,now the financial institution has said to replace "Y" as Nominee director, it has been put forward to Chairman? so what to do? can u please guide me?

M/s ABC Pvt Ltd has two directors and the directors are also the shareholders of the company in 50:50 ratio. Now one director wants to acquire the shares of another director mutually. Do we need to file any documents with the ROC for intimating the transfer? And what all extra formalities need to complied with, if any?
Thanks

Dear Sir/ Mam

is it necessary to sign the minutes of the board / committee meeting held within 30 days of the conclusion of the meeting?

I understand that the recording has to be done within 30 days in the books but what is the last date for signing the same

Pls advice. thanks

1) is it possible to convert a partnership firm and a proprietorship firm in pvt ltd company without going through part ix
2)If yes then if any leagal person not accepting it and saying that it is not the right procedure. he says that there is no express provision in company act to do such conversion.
3 )in Main object clause ,it is mentioned to take over both the firm.
4) pl provide if any example, and any court order if any available regarding these type of conversion.

Dear Experts,

Please suggest the requirements to be complied with incase of transfer of shares by an Pvt. Ltd. Company. Please suggest if any form needs to be filed with the ROC.

Thanks

Hi,

I have incorporated an Pvt. Ltd.company and have 2 directors. Both the directors have 50% stake each.One of them doesnt want to carry on and we dont have any one else to be an director in his place at the moment.
Can we make him Non-executive director and transferring some of his shares to the other director and carry on with the usual business? We also dont want his interference in the business in future. Please suggest a possible remedy.
Thanks in advance.