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Board meetings

Shridhi Jain (Company Secretary) (1678 Points)

12 December 2012

Dear members,

There is one company in which there are two directors both foreigners. One director is in foreign and nvr comes to india while other is in India. Now, how should I show the BM dates in my Compliance Certificate (f.y. 2011-12).

Meanwhile, the paidup capital has increased to Rs.5 cr and a CS was appointed sometime back. Now he is saying that he will only sign the balance sheet in BM and not otherwise.

Wat should I do and wat should I suggest him?

It is a bit urgent so pls give your valuable comments.

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5 Replies

satish kumar voleti (A.C.A., (ICWAI)) (1686 Points)
Replied 12 December 2012

appointment an additional director ... for appointing additional directors single person qurom is enough.... so after that regularise his appointment in the coming AGM... si that your problem shall be solved and then hold a board meeting with the two directors in india...

appoint an alternate director.... in place of foreginer who never comes to india...

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Shridhi Jain (Company Secretary) (1678 Points)
Replied 12 December 2012

Appointment of alternate director is to be done in Board meeting.

When the second director go abroad, we generally show the Board meeting at foreign place.

Is this fine that we appoint an alternate director only for the meetings held in India and otherwise, when meeting is shown in abroad, the original director will attend the meeting. Is it possible ?

Jayalakshmi Anshuman (Chartered Accountant) (69 Points)
Replied 12 December 2012

Section 313, unlike section 262, does not provide that the appointment of an alternate director shall be made at a meeting of the Board of directors. Unless, therefore, the articles of a company provide otherwise, an alternate director may be appointed by the Board by a circular resolution. The Company Law Board held that the appointment of an alternate director by means of a circular resolution was in complete violation of the provisions of section 313. [Hemant D. Vakil v RDI Print & Publishing Pvt. Ltd. (1993) 11 CLA 86 (CLB): (1993) 2 Comp LJ 113 (CLB): (1995) 84 Comp Cas 838 (CLB)].

Alternate director can attend board meetings in place of the original director during his absence.

Board meetings can be held outside India.

Shridhi Jain (Company Secretary) (1678 Points)
Replied 12 December 2012

Dear Jayalakshmi,

I wish to state that

Resolution by circulation is effective within India and not outside India, so directors need to be in India which in not fitting in my case. Secondly, alternate director has to be appointed in Board meeting and not otherwise.

Pls correct me if I m wrong.

My query is still the same.

Khushboo Maheshwari (Company Secretary) (548 Points)
Replied 14 December 2012

U can check this link for resolution by circulation - /forum/passing-of-board-resolution-by-circulation-208457.asp

You can simply pass resolution by circulation for appointment of alternate director and get it approve through mail from foreign director and can do the further process as suggested.