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Appointment of CS for a PVt. Co

Sheetal (CS) (41 Points)

24 March 2010

Dear All,

Can anybody through a light on, whether a CS of a Pvt Ltd. Co. be appointed by passing a resolution u/s 289 of the Co. Act, 1956.

Kindly note that all the Directors are foreign nationals.

Regards,

Sheetal

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8 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 24 March 2010

Yes it is very much possible u/s 289.

Kindly visit the link:

PASSING OF RESOLUTION BY CIRCULATION U/S 289 OF THE CO. ACT, 1956

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CS Snehal (Compliance Manager) (346 Points)
Replied 24 March 2010

No restriction to appoint CS u/s 289.

Sheetal (CS) (41 Points)
Replied 24 March 2010

Ankur, is not mandatory, to have the quorum or atleast 2 directors in India, while the resolution is passed. Regards, Sheetal

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 24 March 2010

Ya Sheetal very true and required.

Possible u/s 289 means word to word compliance of section 289 is mandatory regarding quorum and dispatch of draft resolution. Further it has to be approved by such of the directors as are then in India, or by a majority of such of them, as are entitled to vote on the resolution.

Best Regards

Sheetal (CS) (41 Points)
Replied 25 March 2010

Thats what I want a clarification, if none of the Directors are in India, as I have already mentioned that all the directors of the Co. are Foreign Nationals and very rarely visit India.

In such case, with what option I am left with.

Plz. revert.

Regards,

Sheetal

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 25 March 2010

Forget section 289. Simply hold a board meeting in the foreign country as BM can be held anywhere in the world. What Say??? Send your contrary views.

Sheetal (CS) (41 Points)
Replied 25 March 2010

I guess dat is the only option left, but already a meeting has been held on March 2, 2010, & the CS appointment is effective March 15, 2010

CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 09 April 2010

Its not an issue you can mention in the resolution of appointment of CS that teh appointment shall take effect w.e.f 15th March 2010 and you can finailise the terms and conditions also in the meeting,

Kindly rectify if I am wrong