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Wtd , id appointment ncan wait till next agm?

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Desai

329 Points Posted on 23 March 2015

IN LISTED COMPANY

The Company needs to appoint (1) whole time director (2) appoint independent woman director for 5 years (3) identify existing NON executive director as independent director for 5 years.

Now

As per section 196(4) appointment Whole Time Director is subject to approval by a resolution at next neneral meeting .

As per Schedule IV –Point IV (2) the appointment of Independent director shall be approved by at the meeting of the shareholders

There is no provision for identification of existing director as ID , only one MCA Ciruclar says we need to appoint them expressly means as it its appointed as new one.

QUERY

Board of directors will approve all the 3 above person in the board meeting ,but it is necessary to call general meeting specially for this all 3 purpose or they can be appointed at next agm which is to be held on sep-15?

If yes , what will be the appointment date effective from??

Replies (1)

Radhika

Company Secretary

303 Points Posted on 23 March 2015

Sir,

As far as I understand, sections 196 and 197 read with Schedule V speak about the procedure for appointment of MD, WTD.

Independent Directors cannot be appointed in a Board Meeting. All the Companies required to appoint IDs have already appointed them in their AGMs or EGMs held in 2014. His date of appointment is the date of General Meeting in which the appointment has been made.

MD/WTD's appointment can be taken up in the Board Meeting but it is subject to the approval of shareholders in the next General Meeting if the remuneration payable to him exceeds the prescribed limits or he is above 70 years. His date of appointment is the date of Board Meeting in which the appointment has been made.