Dear Mr. Ankur,
In your earlier reply, you have stated as under: -
"First you have to appoint him as additional director as per section-260. Then pass the next resolution to appoint him as WTD.
Further if you fail to regularise him as regular director then he will automatically cease to be a WTD.
So the agenda of your BM would be:
1. Appointment of Mr. X as Additional director.
2. Appointment of Mr. X as WTD."
My further query is as under: -
Appointment of Additional Director in BM is OK.
But as far as appointment of WTD in BM is concerned, I have gone through the AOA of the Pvt. Ltd. Company and there is no such provision in AOA. The relevant articles relating to directors appointment and remuneration, in brief, are reproduced as under:-
24. "The Directors may from time to time, appoint one or more of their body to the office of the Managing Director................."
25. "The Directors shall have the power to appoint any person as Additional Director............"
26. " The MD may be paid such remuneration as may be determined by the Board....................."
32. "Subject to the provisions of the Co. Act, 1956 the director shall receive such remuneration for their services as may be determined by the Company in GM or as may be contained in an agreement, if any, between the company and any Director or Directors"
None of the above mentioned Articles say anything about appointment of WTD in the Board Meeting. In this situation, in my opinion, the appointment of WTD is to be made by Co. in GM and not by the Board. Else AOA is to be amended accordingly.