Appointment of director with effect from a back date

[Himanshi Baluni]

Dear members,

Can an additional director be appointed in a board meeting w.e.f back date (i.e. a date earlier than the date of Board meeting) ?

In my opinion NO. Others views solicited

Regards,

Himanshi Baluni 

B.com(H), ACS

[Himanshi Baluni]

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​

Dear Madhuri,

There is no specific provision in the articles. Suppose the meeting is held on 10th Jan, then can we appoint the director w.e.f 9th Jan?

And as you mentioned that such appointment must be consented by all directors, can u pls explain more on this? Consent itself is taken in such Board meeting i.e. on (10th Jan).

Regards,

Himanshi Baluni 

B.com(H), ACS

On Fri, Jan 30, 2015 at 1:30 PM, Madhuri More <rmadhu...@gmail.com> wrote:

Dear Himanshi,

Yes, provided it is recorded in the minutes that such appointment was approved and consented by all Directors of the Board. Also check the Articles provision, if any specific or shareholders approval required.

Others view solicited.

Regards,

Madhuri

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[Himanshi Baluni]

​

​

Thanks Madhuri. Can you pls provide supporting legal provision?

​

 

Regards,

Himanshi Baluni 

B.com(H), ACS

On Fri, Jan 30, 2015 at 1:38 PM, Madhuri More <rmadhu...@gmail.com> wrote:

Dear Himanshi,

Yes at Board Met held on 10 Jan can approve the appointment of Director w.e.f 09 Jan, provided all the Directors have consented and approved.

Regards,

Madhuri

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[Vivek Hegde]

Dear Friends,

Section 179 (3) lists out the items that have to be approved in a Board Meeting. One of the item is 3) to take note of appointment(s) or removal(s) of one level below the Key Management Personnel;

It is being interpreted that appointment of directors also included in the above class and same calls for filing of MGT-14 also. 

Warm Regards

CS Vivek Hegde,B.com, FCS, CWA

Vivek Hegde & Co.
Company Secretaries
No. 2034, 26th Cross, K.R.Road
Banashankari II Stage, Behind 

Sevakshetra Hospital

Bangalore-560070
Mob : 09900898223

Off: 080 26710667

On Fri, Jan 30, 2015 at 2:11 PM, Kalidas Ramaswami <ramaswam...@hotmail.com> wrote:

In my view the Act does not expressly provide that an Additional Director has to be appointed at a meeting of the Board.It would be in order if the appointment is approved by the Board by circulation.
regards
kalidas
 

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Date: Fri, 30 Jan 2015 13:42:41 +0530
Subject: Re: {ourCAgang} Re: [governance-professionals] Appointment of director with effect from a back date
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[Himanshi Baluni]

​Yes, but my query remained unsolved. The questions is whether date of appointment can be earlier than the date of resolution?

Regards,

Himanshi Baluni 

B.com(H), ACS

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[Vivek Hegde]

Dear Himanshi,

In my view, it is not possible. 

Warm Regards

CS Vivek Hegde,B.com, FCS, CWA

Vivek Hegde & Co.
Company Secretaries
No. 2034, 26th Cross, K.R.Road
Banashankari II Stage, Behind 

Sevakshetra Hospital

Bangalore-560070
Mob : 09900898223

Off: 080 26710667

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[Himanshi Baluni]

​

Yes, in my opinion too. Thanks. 

Regards,

Himanshi Baluni 

B.com(H), ACS

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[CS Simranjeet Singh]

hii you can do so by following Section 175 of CA, 2013..... passing of resolution by circulation and the resoution passed shall be noted in next meeting of the board..

 

 

With Best Regards?

Simranjeet Singh

Associate Company Secretary

"To know, is to know that you know nothing. that is the meaning of true knowledge."

 

   

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[Mona Poddar]

passing of resolution by circulation shall be considered at subsequent meeting of the board and should be made part of the minutes of such meeting.

Thanks & Regards,

Mona

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[grk...@gmail.com]

When Board has to approve no question of back dated appointment 

Possible only for level below Kmp as noting is Ok

Gr

Sent from my BlackBerry 10 smartphone.

From: Himanshi Baluni Sent: Friday 30 January 2015 2:59 PM To: ourc...@googlegroups.com Reply To: csmy...@googlegroups.com Cc: csmy...@googlegroups.com; governance-professionals Subject: [CSMysore] Re: {ourCAgang} Re: [governance-professionals] Appointment of director with effect from a back date

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