Board meetings

appointment an additional director ... for appointing additional directors single person qurom is enough.... so after that regularise his appointment in the coming AGM... si that your problem shall be solved and then hold a board meeting with the two directors in india...

or

appoint an alternate director.... in place of  foreginer who never comes to india...

Appointment of alternate director is to be done in Board meeting.

When the second director go abroad, we generally show the Board meeting at foreign place.

Is this fine that we appoint an alternate director only for the meetings held in India and otherwise, when meeting is shown in abroad, the original director will attend the meeting. Is it possible ?

Section 313, unlike section 262, does not provide that the appointment of an alternate director shall be made at a meeting of the Board of directors. Unless, therefore, the articles of a company provide otherwise, an alternate director may be appointed by the Board by a circular resolution. The Company Law Board held that the appointment of an alternate director by means of a circular resolution was in complete violation of the provisions of section 313. [Hemant D. Vakil v RDI Print & Publishing Pvt. Ltd. (1993) 11 CLA 86 (CLB): (1993) 2 Comp LJ 113 (CLB): (1995) 84 Comp Cas 838 (CLB)].

Alternate director can attend board meetings in place of the original director during his absence.

Board meetings can be held outside India.
 

Dear Jayalakshmi,

I wish to state that

Resolution by circulation is effective within India and not outside India, so directors need to be in India which in not fitting in my case. Secondly, alternate director has to be appointed in Board meeting and not otherwise.

Pls correct me if I m wrong.

My query is still the same.

Hi

U can check this link for resolution by circulation - /forum/passing-of-board-resolution-by-circulation-208457.asp

You can simply pass resolution by circulation for appointment of alternate director and get it approve through mail from foreign director and can do the further process as suggested.