K S Kiran (Computer Software) (114 Points)
27 July 2012A promoter is one of non-executive directors of a listed company in India.
Except sitting fee, he is not drawing any commission / remuneration.
Now, the company wanted to appoint this non-executive director as a whole-time director on its wholly owned foreign subsidiary and to pay salary / remuneration.
Please advise on the required approvals to be taken from the shareholders or any regulatory authorities.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17848 Points)
Replied 28 July 2012
In order to appoint any WTD the provisions of Section 269 read with schedule XIII are to be complied with.
Accordingly, the appointment can be made in Board Meeting however the remuneration is subject to the approval of shareholders by ways of ordinary/special resolution depending upon the proposed salary and paid up capital of the Company.
The Company is required to file form 32, 25C and 23(In case of special resolution).
K S Kiran
(Computer Software)
(114 Points)
Replied 30 July 2012
Dear Mr. Ankur
Can you pl revisit your views considering the fact that the proposed appointment of non-executive director of listed indian company is on the board of wholly owned foreign subsidiary as WTD...
Whether Neha Jain views that sec 269 is not applicable..being the appointment on foreign entity...
If so I think, no approvals are required from shareholders of holding company in india...
Pl comment.
Thanks
Siva Kiran K
CAclubindia
