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Board meeting

jyoti kedia (Assistant Company Secretary) (31 Points)

15 March 2011

Hi,

In a Board Meeting of a PRIVATE company, In one meeting all 3 of its directors resigned and new 3 directors were appointed as additional directors. Moreover all he shares were transfered from old 3 directors to new 3 directors and one new holding co.

my query is how to prepare minutes.1) whom to authorise to sign the forms.2) whom to authorise to sign the transfers.

whether board can run only on additional directors?

Regards

Jyoti

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5 Replies

HARDIK (COMPANY SECRETARY NCFM (Corporate Governance )) (664 Points)
Replied 15 March 2011

Hi in your case give resignation of two directors and one whose digital sign is there will resign latter after appointment of the three other directors.

Sudhir Garg (Service) (236 Points)
Replied 15 March 2011

Hi,

my query is how to prepare minutes.

1) whom to authorise to sign the forms. First Pass the share transfer BR. Second, pass the resolution for appointment of fadditional directors and authorised one of the outgoing director (whose DSC is registered with ROC) to complete all the formalities. Then BR for acceptance of resignation of directors may be passed and any of new coming director (Having DSC) be authorised to complete the Txn.

2) whom to authorise to sign the transfers. Better if outgoing directors been authorised.

whether board can run only on additional directors. Yeah why not. But if you wish you may appoint them as regular director by having EOGM for their appointment.

1 Like

Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 16 March 2011

Agree with Sudhir.

Very Well answered Sudhir.

deepika (ASSTT. CS) (25 Points)
Replied 16 March 2011

hi,

Can u plz help me for the Board Resolution of Directors remuneration in Limited Co.my email is deepikagupta28 @ gmail.com

Thanks

Deepika

Hemali (Company Secretary) (52 Points)
Replied 18 March 2011

hi,

Option 1: please make sure u have got registered the Form 32 for appointment of new directors atleast one of them preferebly director who has DCS... and then only file form 32 for the outgoing directors. DO NOT FILE ALL FORMS TOGETHER... EVEN IF YOU HAVE TO PAY ADDTIONAL FEES, PAY IT.... As in the worst case if resignation of your directors is recorded then according to ROC there is no director on Baord so the same can not sign for the incoming director.

option 2: authorise Secretary or Manger for the signature.

regards,

Hemali