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Director

Shridhi Jain (Company Secretary) (1678 Points)

18 October 2011

Dear members,

Pls let me know, Can a company appoint a Director in wholetime employment of the company, with no voting rights in the Board of Directors' meeting.

if yes, then how n wat r the procedures to be followed?

Pls reply. Its urgent.

Thnx

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5 Replies

G.L.Subhramanian (PCS) (206 Points)
Replied 18 October 2011

Hi Shridhi

A Director once appointed has a right to vote in every board meeting (except where he has conflict of interest in the matter to be discussed). It is a right conferred by the Act.

Only shareholders shall be allotted shares with differential voting rights.

Regards,

Subbu

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Shridhi Jain (Company Secretary) (1678 Points)
Replied 18 October 2011

It means a director cant b appointed with no voting power. Right?

G.L.Subhramanian (PCS) (206 Points)
Replied 18 October 2011

Absolutely Shridhi.. The power is given under the Act. It cannot be forfeited or prevented. At the most, he can abstain from voting in every board meeting. That too, if he wishes to do so.

Regards,

Subbu

Shridhi Jain (Company Secretary) (1678 Points)
Replied 18 October 2011

Bt as per act, the powers are given to the Board and not to any individual director.

My frnd says that an MOU can be signed with the director while appointing him and then he can be appointed as so.

Wat to do????

G.L.Subhramanian (PCS) (206 Points)
Replied 18 October 2011

Shridhi. .But practically no person will agree to such terms. The main right of directors is to vote and take decisions for the benefit of the company.

Logically speaking, that is not possible (but probable) unless the person to be appointed is so open-hearted and generous!! :):):):)

Regards,

Subbu