Please advice

1. The Company is a private Company.
2. Co. is prposing to give remuneration @ 2L p.m with effeect from 1st April 2011.
3.Articles states that remuneration to be paid only after convening A.G.M or E.G.M.
4. The proposed director is not a Whole Time Director or Managing Director and does not posses any professional capacity.
5.There are only 3 Directors and till date retirement by rotation clause is not applied.

Here comes my doubt.

1. Whether the said director can be given remuneration without being reappointed in the General Meeting in the past but now he will be reappointed/can he become executive director directly.
2. Can he become both an Executive Director and a part time director and get the remuneration.
3. What are the restrctions or condition on becoming an executive director

Please advice
 
Replies (3)

Hi,

With regard to your question please consider the following:-

1. There is no need of reappointment as he is already a director as the sections 255 and 256 of the Companies Act regarding retirement by rotation does not apply to a Private Limited Company.

2.He can be paid any sum as rules regarding remuneration as laid down under section 198, 309 and Schedule 13 do not apply to a Private Company.

3.He can always become an executive director if he is not

Thanks & Regards

Amit Mishra

BSamrish & Co.

New Delhi

Sir, Please explain about Sec.198,309 & schedule 13.

Hello Ram,

Will try to help u out, pls note following points:

1) Section 255 ( retire by rotation does not applies to pvt. co.) hence not applicable in your case.

2) Since section 255 not applies it means that director will be reappointed in the same capacity as he was acting as earlier. Now if u want to appoint him as executive director u need to file the form 32.

3) A person can not act as executive and part time director simultaneously.

4) The payment of Rs 2 lakh p.m will attract section 314 and hence it is necessay to appoint such person as whole time director.

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