Useful interpretations about companies act, 2013 - part-1

Dear sir,

i have a query in regards to filling of Form DIR 11 by the resigning director,if the director who have resigned from the company 2 months ago and shifted to abroad. He also doesn't have DSC,(or he dosen't want to file DIR 11 at his end) so what is the other alternative solution.

Hello, 

We, a private limited company, had appointed a person as Additional Director under CA'1956 just by a board resolution.  His appointment will be regularized in the ensuing AGM.

After the new act, we passed another resolution for this person mentioning that he will be appointed as Whole Time Director. The resolution was prepared in light of provisions of Section 196 and we specifically metioned "....be appointed as Whole Time Director, subject to the approval of shareholders and on the following terms and conditions"

Please guide me on the following :

1. Form 32 is already filed earlier in March'13 and his name is appearing as Additional Director.  Is there any form to be filed resulting out of this Board Meeting?

2.  DIR-12 (change in designation) should be filed only after AGM once he is regularized.  Is this correct?

3. MR - 1 should be filed within 60 days of this Board Meeting.  Is this correct?

4. MGT-14 is not required as we are private limited company and this person is not KMP.  Also the shareholder resolution will also be ordinary.  So no need to file MGT-14 (for KMP) and also MGT-14 (after shareholder's approval...being ordinary resoltuion.  Is this correct?

Please advise

regards

Here is the Board Resolution :

“RESOLVED THAT pursuant to Section 196 and any other provisions, if any, as may be applicable to the Company, the consent of the Board of Directors be and is hereby accorded to appoint Mr. ___________ as Whole Time Director of the Company for a period of 5 (five) years  on the following terms and conditions:

Remuneration:  Basic Salary p.a. including contribution of provident fund not exceeding 12% of the salary or such rates as may be revised from time to time by the statutory authorities

Other Benefits : With the following components

1. Gratuity as per the rules of the Company
2. Earned / privileged leave : as per rules of the Company
3. Company car and telephone : as per the rules of the Company
4. Reimbursement of entertainment expense : as per the rules of the Company
5. Premium for group mediclaim, group personal accident, group term life : as per rules of the Company

"RESOLVED FURTHER THAT ......"

can the date of appointment of CFO and designate him as a KMP be different for Listed Company.

Ankur Sir,

As per definations given in section 2 of Companies Act 2013, KMP includes CEO,CFO MD etc. .

So would not they be considered KMP for the purpose of sec.203 and 196 in case of pvt. companies even if they are not designated as such specifically by pvt. company or public company having paid up capital <10crrore.

Thanksin advance

Sir,

Want to ask about the interpretation of sec 164(2) as per companies act 2013.

If a person is already a director then whether  he has to vacate his office in that company or in other companies as well, in which he is a director, if he falls under the violation specified u/s 164(2)

And if he is a diretor in a private company then he has to vacate his office or not? if not then reappointment does not play any relevance here?