Directors
This query is : Resolved
02 August 2012
My Doubts
1)Who are additional directors,Nominee directors ?
2)What is the "Appointment of directors by the principle of proportional representation" , [Logic behind this] ?
3)Restriction imposed by the 'CLB' on transfer of shares or debentures of a Co [Logic behind this] ?
4)Prejudicial to public interest, explan with an example ?
5)In the Increase in BOD > 12 no.of directors and beyond the limit specified in articles, Then Spl.resolution + Cent.govt approval required.Exceptions to this >>> Increase in no.of directors due to appointment of additional directors.
THEN,
in the appointment of additional directors situation is saying that >>>>Additional director together with other directors should not exceed the max. strenght fixed for the BOD by AOA.
[Logic behind this] ?
1)Who are additional directors,Nominee directors ?
2)What is the "Appointment of directors by the principle of proportional representation" , [Logic behind this] ?
3)Restriction imposed by the 'CLB' on transfer of shares or debentures of a Co [Logic behind this] ?
4)Prejudicial to public interest, explan with an example ?
5)In the Increase in BOD > 12 no.of directors and beyond the limit specified in articles, Then Spl.resolution + Cent.govt approval required.Exceptions to this >>> Increase in no.of directors due to appointment of additional directors.
THEN,
in the appointment of additional directors situation is saying that >>>>Additional director together with other directors should not exceed the max. strenght fixed for the BOD by AOA.
[Logic behind this] ?
03 August 2012
The answer to your queries are as follows:-
1)The Board cannot appoint any person as a Director.Director can only be appointed in a EGM/AGM. So when it is not possible to hold EGM/AGM , the Board appoint a person as an Additional Director and then get is approved by thr Shareholder in ensuing AGM/EGM.
Nominee Directors are Director who are appointed by the Banks or Finanacial institutions who have extended loan to the Company.
2)visit this link for your second answer
https://www.caclubindia.com/articles/understanding-section-265-3249.asp
1)The Board cannot appoint any person as a Director.Director can only be appointed in a EGM/AGM. So when it is not possible to hold EGM/AGM , the Board appoint a person as an Additional Director and then get is approved by thr Shareholder in ensuing AGM/EGM.
Nominee Directors are Director who are appointed by the Banks or Finanacial institutions who have extended loan to the Company.
2)visit this link for your second answer
https://www.caclubindia.com/articles/understanding-section-265-3249.asp
03 August 2012
3) Restriction is imposed to avoid hostile takeover.
4) Prejudial to public Interest means public rights should not adversely affected.
For eg... if a Company allot shares to the public and misuse the money.then it would amt. to prejudial to the public interest.
5)If the Article says maximum 12 directoR can be appointed on Board, then the company cannot appoint more than 12 without the permission of Central Government.If additional Director is appointed then also the limit imposed by AOA should not be increased.
Hope i could clear your queries.In case of further doubt feel free to ask.
Thanks & Regards
Charu
4) Prejudial to public Interest means public rights should not adversely affected.
For eg... if a Company allot shares to the public and misuse the money.then it would amt. to prejudial to the public interest.
5)If the Article says maximum 12 directoR can be appointed on Board, then the company cannot appoint more than 12 without the permission of Central Government.If additional Director is appointed then also the limit imposed by AOA should not be increased.
Hope i could clear your queries.In case of further doubt feel free to ask.
Thanks & Regards
Charu
03 August 2012
Appointment of directors by proportional representation not realised the meaning.
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- Is this income indian or foreign income?
- GST on export of services and Input Credit
- RCM applicability on Rent Paid by Registered Person to Unregistered Landlord for Residental Building
- ITC temporary reversal and reclaim
- Applicable TDS rate for sale of property in Nov 2024
- Inventory of finished goods
- Can we claim ITC of Feb-2024 in the month of November-2024 which was not claimed by oversight
- REGARDING 25 AS DATE OF PAYMENT AND DATE OF BOOKING
- GST ON EXPORT COMMISSION
- Should I report my US salary for January, February, March in Schedule FA?
- Sale of property furniture sale
- Confusion around Form 26QB fields
- Adjustment entry in the case of Individual and HUF on 31st March
- Stock difference tax applicable on composite rate or normal rate
- LAST YEAR 2022-23 ITC IN NEXT YEAR 2023-24 REPORITNG IN GSTR-9
- MIS MATCH OF INVOICE NUMBER
- IGST Credit-Show cause notice issued-confusion
- Issue of gst e invoice
- How to adjusted advances given or receipt
- Foreign vendor without PAN unable to to register due to non receipt of OTP on foreign number ?
Trending Online Classes
CAclubindia
