Whole time Director and Non executive Director

[anjali bansal]

Hello friends

In an unlisted public company, the designation of a Whole TIme
Director is proposed to be change into that of a non executive
Director. For the same, we shall discontinue the payment of salary as
well.

Now my query is: Whether we have to call an EGM for this or a BR would suffice?

Also pls provide a BR to this effect.

Pls know that a similar exercise was done in Infosys also when Mr.
Narayan Murthi resigned as WTD and continued as NED only.

Thanks in advance

Anjali

[Amar Hussain]

Ask the wholetime director to resign

--

Amar Hussain Shaikh

 

[anjali bansal]

Thanks Mr. Hussain.

Pls guide if a general request by the Director to stop the salary and
treatment as NED would suffice the purpose. I am raising this query
because in case we change the designation, we have to file form 32 for
such change whereas if the Director resigns from the post of WTD and
is re-appointed as NED then we will have to file two forms 32. We dont
want to break the term but change the terms of appointment only.

Also guide me if we have to call an EGM or a Board Meeting would be sufficient.

Would welcome a draft Board Resolution in regard.

Many thanks in advance

Anjali

On 1/10/12, Amar Hussain <amarhu...@gmail.com> wrote:
> Ask the wholetime director to resign
>
> --

> *Amar Hussain Shaikh*
>
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[Amar Hussain]

Eventhough if he resigns from the post of WED then he will remain as a director/NED.

You need not again appoint him as Director.

He submits his resignation from the post of WED and Board will accept the resignation and takes into consideration in Board meeting.

Then file eform 32

--

Amar Hussain Shaikh

 

[Pracheta]

Dear Anjali,

I think only a board resolution is sufficient in this case and form 32
for change in designation can be filed.

Only if the director gets any other payment, like commission or
professional fees, compliance with section 314 by calling EGM and all
may be required.

Regards,
Pracheta

--
Best Regards,
CS.Pracheta.M
Practising Company Secretary
Ph: 98446 88622

[anjali bansal]

Thank you Mr. Hussain and Pracheta for your valuable inputs. Can
someone please share a BR for the same

Thanks once again

Anjali

[Amar Hussain]

Sec. 291 - Resignation from the services by the whole-time Director - Board Resolution

"RESOLVED that Shri. ..............., a whole-time Director of the Company, be and is hereby released with immediate effect after waiving the condition of requiring him to give ---------- months’ piror notice before leaving the services of the Company, such waiver being permissible in terms of the agreement between the Company and Shri. ..............,

RESOLVED FURTHER THAT all the dues payable to Shri. .............., as per terms of the agreement be settled and that the Secretary of the Company be instructed to convey the thanks of the company to Shri. ................, the whole time director, for carrying out his duties for long years diligently and faithfully."

 PLEASE LOOK INTO THIS

1. Board not competent to waive notice period:  If the amount of salary for three months  in lieu of notice is already payable and is a debt due to the company, the Board would not be competent to waive the notice for the waiver of notice would amount to remission of debt within the meaning of s.293 (1) (b) which requires a general body resolution.

2. Board when competent to waive notice period -  Board would, however be competent where the person concerned is not a Director.

3. Waiver permissible -  Agreement entered into between the company and the whole-time director must always have provision to permit waiver.

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Amar Hussain Shaikh