Can change in designation from Director to Whole Time Director be passed through circular resolution?
If yes, hope we should not circulate the resolution to the Director whose designation to be changed for his vote.
Please advise. Thank you.
SS-1 Prescribes certain transaction to be done only through Board Meeting ,change in designation is not specifically prescribed therein ,but if it read with conjunction of 179 , then WTD is falling under KMP and for change in designation you have to file MGT-14 & MR-1 and put it before the shareholders at ensuing general meeting ,So it's recommend that you put it before duly convened board meeting only ...and not by C/R u/s 175
See, this is a transaction in which director is interested ,even though you have to complete all compliance of sending Notice+Notes and login details(if meeting held through VC),Just you have to set agenda items in a proper manner , because interested director will not count towards quorum and participate in meeting during discussion...
CAclubindia
