Querry on redesignation of an independent Director to Whole Director

[Sanjay Pradhan]

Dear members.

1. In a Company an independent Director was appointed. Subsequently he started drawing salary from the Company. 

    Now the Company wants him to re designated from Independent Director to Whole time Director.

    Can we do it in the board meeting or in the General Meeting ? 

    My understanding is he has to resign from the post of Independent Director of the Company first and then is required to be appointed as Whole Time Director in the General Meeting.

     Kindly advise on the above matter.

2. In  one of the Company a Non Executive Director was appointed. Now because of him Company got a project AND in response to this he wants to receive 20% profit from that project. How can we satisfy him and what is the procedure we need to follow

*Sanjaya Kumar Pradhan*
 
 

[Arun Kumar Maitra]

He should at first resign as ID because as ID, he cannot have any pecuniary relationship with the company.

Thereafter, the company may fresh appoint him as WTD.

CA CS Arun Kumar Maitra 

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[Arun Kumar Maitra]

Drawing remuneration by a Non-Executive Director will be treated as mis-appropriation.He should either refund it or hold it in trust for the company until the sum is refunded.