23 March 2010
Company is a public company having three directors all are relative of each others. Now out of 3 directors, one director is proposed to be appointed as MD and other two directors as Whole time directors.
Now in terms of section 300, all directors are interested hence it is not possible to pass resolution by board. Hence appointment is directly made by shareholders. For clarification, payment of remu. is within 5 % and 10% of profit as specified under section 309.
But now in form 25C date of board resolution and attachment of board resolutoin are mandatory field.
Your problem is not serious. Okay the entire board is interested. But you may pass Board resolution subject to the approval of members in the general meeting. Also pass BR for fixing date of GM etc.
If u pass BR subject to the approval of members in the general meeting than it is fine and you may use this BR for attachment purpose. Also attach GM resolution as an additional resolution.
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