Appointment of CFO by Circular Resolution in Private Ltd co.
CS Shrikant Huddar
CS SHRIKANT HUDDAR
CS Simranjeet Singh
With Best Regards?
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CS Shrikant Huddar
CS SHRIKANT HUDDAR
Company Secretary
Sandeep Kumar
Company Secretary
Amit Sharma
Section 203(2) clarify abt appointment of KMP, how ever for negative list of resolution by circulation one may read S.S.7.
Rajesh
Hence 203 is not applicable to Pvt. companies and provisons of KMP are not applicable to Pvt. companies.
CS Shrikant Huddar
CS SHRIKANT HUDDAR
Company Secretary
B.com, M.com, MBA
Rajesh
The extracts of SS7 is reproduced below:
As per the provisions of Section 118 (10) of Companies Act, 2013 every Company shall follow Secretarial Standards(SS) with respect to General and Board meetings specified by the Institute of Company Secretaries of India constituted under Section 3 of the Company Secretaries Act, 1980.
APPLICABILITY OF SECTION: All Companies incorporated
under the Companies Act, 2013 or under any previous Company law irrespective of
the criteria of capital, turnover, profit etc.
The following are the list of matters
which are to be passed only at a duly convened Board meeting and not by
circulation.
1) To make calls on shares in respect of unpaid share capital of the company
2) To issue debentures.
3) To borrow money otherwise than on debentures.
4) To invest the funds of the company
5) To give loans.
6) To buy-back its own securities
7) To make political contributions
8) To fill casual vacancy in the Board.
9) To sanction contracts in which a director is interested
10) To make investment in shares of other companies.
11) To make declaration of solvency with respect to voluntary winding up.
12) To enter into joint venture and collaboration agreement.
13) To commence a new business activity
14) To approve mergers and acquisitions
15) To shift the location of plant or factory or a registered office.
16) To appoint or remove senior management personnel one level below the Board
17) To appoint internal auditors and cost auditors.
18) Adoption of Common Seal
19) Forfeiture of shares.
20) Granting loans to directors.
21) Noting of directors’ interest.
22) Noting of directors’ shareholdings.
23) Appointment or resignation of Managing Director or whole-time director or Manager.
24) Appointment of a Managing Director /Manager as a Managing Director/Manager in more than one company
25) Appointment and removal of the Chief Financial Officer and the Company Secretary.
26) Appointment of sole-selling agents.
27) To approve quarterly, half-yearly and annual accounts and cost accounts.
28) Annual operating plans and budgets.
29) Any material default in financial obligations.
30) Noting of statutory compliance reports, show cause notices, prosecutions and penalty notices of material nature.
31) Sale of investments, subsidiaries or assets which is not in the normal course of business.
32) Any issue which involves possible public or product liability claims.
33) Transactions that involve substantial payment towards goodwill, brand equity, or intellectual property.
34) Foreign exchange exposures and the steps taken by management to limit the risks of adverse exchange rate movements.
35) To accept fixed deposits and related matters.
36) to make calls on shareholders in respect of money unpaid on their shares;
37) to authorise buy-back of securities under section 68;
38) to issue securities, including debentures, whether in or outside India;
39) to borrow monies;
40) to invest the funds of the company;
41) to grant loans or give guarantee or provide security in respect of loans;
42) to approve financial statement and the Board’s report;
43) to diversify the business of the company;
44) to approve amalgamation, merger or reconstruction;
45) to take over a company or acquire a controlling or substantial stake in another company;
Hope its clarified..