Section 257
This query is : Resolved
24 August 2013
Sir, Mam
Can a public company (A) being a shareholder of another public company (B) nominate a director on the Board of 'B' company
what should be the format of resolution
Can a public company (A) being a shareholder of another public company (B) nominate a director on the Board of 'B' company
what should be the format of resolution
24 August 2013
Hi
Yes, you can nominate as per the provision of section 257 of the Companies Act, 1956.
Section 257 allows a person who is not a retiring director to be eligible for appointment to the office of director at any general meeting, if he or some member, intending to propose him has, not less than 14 days before the meeting, left at the office of the company a notice in writing under his hand signifying his candidature for the office of director or the intention of such member to propose him as a candidate for that office, along with a deposit of Rs. 500 which shall be refunded to such person or, as the case may be, to such member, if the person succeeds in getting elected as a director.
Since section 257 does not say that tender of nomination should be before a particular time on last day, rejection of nomination on ground that deposit was tendered one minute later than 3.30 p.m. i.e., office hours, for cash transactions, would be erroneous inasmuch as it contravened provisions of section 257. [Oriental Benefit and Deposit Society Ltd. v Bharat Kumar K. Shah (2001) 30 SCL 246 (Mad)].
Yes, you can nominate as per the provision of section 257 of the Companies Act, 1956.
Section 257 allows a person who is not a retiring director to be eligible for appointment to the office of director at any general meeting, if he or some member, intending to propose him has, not less than 14 days before the meeting, left at the office of the company a notice in writing under his hand signifying his candidature for the office of director or the intention of such member to propose him as a candidate for that office, along with a deposit of Rs. 500 which shall be refunded to such person or, as the case may be, to such member, if the person succeeds in getting elected as a director.
Since section 257 does not say that tender of nomination should be before a particular time on last day, rejection of nomination on ground that deposit was tendered one minute later than 3.30 p.m. i.e., office hours, for cash transactions, would be erroneous inasmuch as it contravened provisions of section 257. [Oriental Benefit and Deposit Society Ltd. v Bharat Kumar K. Shah (2001) 30 SCL 246 (Mad)].
24 August 2013
RESOLVED THAT Shri JKL, who was appointed as an additional director of the Company by the Board of directors and who ceases to hold office under section 260 of the Companies Act, 1956 and in respect of whom the Company has received a notice under section 257 in writing proposing his candidature for the office of director, be and is hereby elected and appointed as a director of the Company liable to retirement by rotation.
Explanatory statement
Shri JKL was appointed an additional director of the Company on XX.XX.XXXX by the Board of directors of the Company. According to the provisions of section 260 of the Companies Act, 1956, he holds office as director only upto the date of the ensuing Annual General Meeting. As required by section 257 of the Act, a notice has been received from member signifying his intention to propose appointment of Shri
JKL as a director along with a deposit of Rs. 500. The Board considers it desirable that the Company should continue to avail itself of his services.
Except, Shri JKL no other directors of the company are concerned or interested in the proposed resolution.
RESOLVED THAT Shri JKL, who was appointed as an additional director of the Company by the Board of directors and who ceases to hold office under section 260 of the Companies Act, 1956 and in respect of whom the Company has received a notice under section 257 in writing proposing his candidature for the office of director, be and is hereby elected and appointed as a director of the Company liable to retirement by rotation.
Explanatory statement
Shri JKL was appointed an additional director of the Company on XX.XX.XXXX by the Board of directors of the Company. According to the provisions of section 260 of the Companies Act, 1956, he holds office as director only upto the date of the ensuing Annual General Meeting. As required by section 257 of the Act, a notice has been received from member signifying his intention to propose appointment of Shri
JKL as a director along with a deposit of Rs. 500. The Board considers it desirable that the Company should continue to avail itself of his services.
Except, Shri JKL no other directors of the company are concerned or interested in the proposed resolution.
24 August 2013
CERTIFIED TRUE COPY OF THE EXTRA-ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
“RESOLVED THAT pursuant to the provisions of Section 257 and other applicable provisions, if any, of the Companies Act, 1956 (including any modification or re-enactment thereof) (Name of the person appointed) in respect of whom a notice in writing has been received by the Company proposing his candidature for the office of Director under section 257 of the Companies Act, 1956, be and is hereby appointed as director liable to retire by rotation.”
CERTIFIED TRUE COPY OF THE EXTRA-ORDINARY GENERAL MEETING OF THE SHAREHOLDERS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
“RESOLVED THAT pursuant to the provisions of Section 257 and other applicable provisions, if any, of the Companies Act, 1956 (including any modification or re-enactment thereof) (Name of the person appointed) in respect of whom a notice in writing has been received by the Company proposing his candidature for the office of Director under section 257 of the Companies Act, 1956, be and is hereby appointed as director liable to retire by rotation.”
24 August 2013
Sir, thanks but what should be the resolution
that Company A do hereby nominate a Director on the Board of Company B as per Section 257
or
Company A do hereby nominate a nominee Director on the Board of Company B as per Section 257
that Company A do hereby nominate a Director on the Board of Company B as per Section 257
or
Company A do hereby nominate a nominee Director on the Board of Company B as per Section 257
24 August 2013
Company A being the member of company B nominate a person to appoint as director in the Board of Company B.
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