Board meeting

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. 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.

Agree with Sudhir.

Very Well answered Sudhir.

hi,

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

Thanks

Deepika

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