Nominee Director

[P.R.Kumar]

 

Whether nominee director can be appointed by circular resolution.

 

Members views are solicited in this regard

 

 

 

regards

P.R.Kumar

[Kiran Gowda]

--
Find eNewsletters of ICSI Mysore at: http://www.icsi.edu/NewsEvents/enewsletters/tabid/1757/Default.aspx AND www.esnips.com/web/icsimysore
 
You received this message as you are subscriber. To unsubscribe email to: csmysore-u...@googlegroups.com

Yes, Nominee Directors Can be appointed by circular Resolution,

 

Provided Only upto the Loan Agreement With the Compay or the financial Institutional  and FI's Can Change the  Nominee Director if Situtation arises,

 

 

If I am wrong correct me.

 

Regards,
Kiran Gowda..

[Astarag]

Hi

 

facts relating to Nominee Director Appointment

 

1.  Incase the Nominee of Special Financial Institutios like IDBI, UTI, etc , the board is required to take note of the appointment

by the FI and file form 32

 

2.  Incase the Nominee of any other interested parties such appointment requires Provisions in The AOA allowing such appointment by the interested party or lender.

 

In both the cases the appointment is always in terms of the loan Agreement

 

The Board has no power to appoint the person, they only thing is that the board has to take note of such appointment

and comply with the legal requirements in that regard

the legal requirement may extent to the alteration of the AOA to make the appointment intra vires the Company

--
with regards,

Cs. P.A. Patnaik

[P.R.Kumar]

thanks to Mr.Astarag and Mr.Kiran

 

Since Board has no power to appoint nominee director on the Board, taking note of appointment of nominee directors in the ensuing Board meeting is it suffice ?

 

than wht is the purpose of passing circular resolution, is it for authorise to file some director

 

only for that purpose circular resolution rquired

 

Pls share your views in this regard

[Astarag]

yes you can do the same

but ensure about the powers in AOA of the company for such appointment by any interested party

[P.R.Kumar]

Its already restated/amended as per the agreement

[P.R.Kumar]

Dear Mr.Astarag,

 

 

Is there any procedural difference if replacement of nominee director[ i.e, appointing new nominee director in place of old nominee director] by the same financial institutions 

 

regards

[n garg]

the same should be adopted in the next baord meeting and the date of his appointment shall be from the date of Baord meeting i which his approval is sought.

[P.R.Kumar]

since there is no specific section or obligation under 292, the same can be approved by circular resolution and it will take note the ensuing Board meeting

[Astarag]

The FI shall give an intimation by letter of the fact of replacement

that will be the date of appointment of the new director and of ceasation of the old director

 

board may take note of such fact in next meet

 

at the time of appointment of the first nominee its advisable to pass a resolution authorising a director to file all the forms

with ROC which may be required to be filed in relation to the appointment and ceasaion of any of the nominees of that particular FI

in that way u can use the date of that resolution as the date of authorisation to that director for filing any of the future forms including the first one

 

On Sat, Feb 6, 2010 at 9:59 AM, n garg <nkgar...@gmail.com> wrote:

[P.R.Kumar]

Mr.Astarag

 

Thanks for sharing information/suggestions. Your clarification cleared my entire doubts in this regard !!!

 

 

regards

P.R.Kumar