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Appointment of Whole Time Directors

CA.SKR (CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional) (442 Points)

22 February 2010

A private limited company having 5 directors (3 permanent & 2 Additional) wishes to appoint 4 directors (2 permanent & 2 Additional) as whole time directors on equal salary of Rs. 50K per month for each director. What procedure is to be followed for such appointment? The paid up share capital of the company is Rs.1,00,000/- only.

Thanks in advance

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3 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114783 Points)
Replied 22 February 2010

Well being a private co. appointment is easy. If you appoint 4 directors as WTD in one meeting then you have to face the problem of quorum as 4 directors are interested.

You have 2 choices—

1. First appoint 2 directors as WTD by passing a board resolution. In your case a board resolution is enough to appoint WTD. Hold a second BM and appoint remaining 2 directors as WTD. You have to pass 4 separate resolutions. (section 263)

2. Refer the matter to general meeting and pass 4 separate resolution for the appointment of WTD.

Revert if there is any doubt.

Regards

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CA.SKR (CA; CS-Final (One Group); DISA (ICAI); Insolvency Professional) (442 Points)
Replied 22 February 2010

Thanks Ankur for your prompt reply. Is any agreement between company and the proposed WT directors to be entered into specifying the remuneration, period and other terms & conditions of such appointment?

Thanks once again