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Appointment of directors as per ca 2013

Sunil Singh (Proprietor) (199 Points)

15 August 2015

A pvt. ltd. company has two directors( also shareholder) and one of them is NRI. NRI director has to come every year for signing balance sheet. they want to appoint another director just to sign balance sheet and so NRI director has not to come every year to sign balance sheet. Now as per CA 2013 appointment of directors to be done in AGM only. we have to left with only option to appoint as additional director. I have few query in mind 1. can additional director so appointed sign balance sheet. 2. can NRI director cum shareholder use his proxy on AGM.

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8 Replies

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 15 August 2015

1. Yes additional director can sign the balance sheet as he will be director having all rights of a director on date of signing of balance sheet. But be sure, the additional director need to be regularised on date of agm only.

2. Secondly, at every general meeting at least 2 members in person need to be there for quorum purpose, in case of private limited companies. so no doubt NRI can appoint a proxy in his place but presence of at least 2 members is must. so better is to transfer some shraes in name of additional directo so that in case NRI is not present, the additional director after being the shares transferred can be the part of quorum.

3. One more thing is that as stated by you that NRI director will not be present in any meeting of director in an year will disqualify him to be the director of the company. Under CA 2013, a director need to attend atleast one board meeting and if he does not, he needs tio vacate his office as director of the company.

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CA Final Student (Student CA Final ) (227 Points)
Replied 15 August 2015

They can appoint alternate director as per section 161. He can sign balancesheet and attend all meeting on behalf of NRI director. NRI director must stay outside India for at least 3 months.