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Independent and executive director

Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)

09 February 2010

Hello Frnds,

Can anybody tel me that Independant director can be executive director of the company??

And if no, can non executive director is authorised to sign the documents of the company related to property.

Pls rply urgently..

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16 Replies

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 09 February 2010

Hi Jyoti,

There is no problem. The designation of any Independent director can be changed and he can be redesignated as Wholetime director of the company i.e. executive director.

However, every director may sign on the documents of the Company.

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CA Ayush Agarwal (Kolkata-Pune-Mumbai) (27191 Points)
Replied 09 February 2010

Agree With Ankur..............

But Approval Letter Should Required.

Richa (cs final) (26 Points)
Replied 09 February 2010

Dear friends a non executive can be redesignated as executive director of the company for this a board resolution is required as such sec 269 is not applicable on the pvt limited company. Now as per the question that a non executive can sign the doucment of the company. Yes he can sign the document after passing a board resolution and by granting authority to him. concering with the independent director he can not sign the document becoz as per clause 49 he doesnot have any direct and indirect personal interest in the company he is merely a watch dog of the company and he also not responsible for the working of the company.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 09 February 2010

Dear Richa,

Please explain. I dont think so. According to me a resolution is required to authorised any director of the company and he may sign on the documents as per the resolution.

Jyoti Aggarwal (COMPANY SECRETARY) (336 Points)
Replied 09 February 2010

But Mr. Ankur , in form 32 wat shuld b mentioned as there is only 3 categoris promoter, Independent and professional

ANd the person is independent

now he want to sign the documents so can independent dir be executive director?

or can non executive dirctor can sign the documents?

And Ms. Rich it is a pvt co, so listing agreement vl not applicable to this co.

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Mitali Agarwal (Company Secretary) (638 Points)
Replied 09 February 2010

Yes, I agree with Ankur Sir that a resolution authorising a director to sign all the papers regarding a property is sufficient authority for him to sign.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 09 February 2010

Dear Jyoti, It is a discussion and if there is any confusion it must be cleared. Further, coming to your query, if you want to change the designation of director, yes mark on independent and then on executive director.

However, as i already mention, he can sign the documents as pe the resolution. Simply pass a Board Resolution and authorise him to sign the documents for the said purpose.

Mitali Agarwal (Company Secretary) (638 Points)
Replied 09 February 2010

For authorising a person for signing the documents on behalf of the co. in relation to property, BR is sufficient and no need to make any change in his positionn no matter if he is an independent director.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 09 February 2010

Dear Jyoti,

Dont Confuse regarding the status of the Director. He can, on being authorised by way of resolution,sign the documents. Therefore, only for that purpose there is no need to change the designation.

Amir (Learner) (4016 Points)
Replied 09 February 2010

Dear Members,

I am not sure about resolution thing..

But I think, once Independent Director takes over as Executive Director then he will no longer be called as "independent"

Plz correct me, if my understanding is wrong on this matter...........

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Mitali Agarwal (Company Secretary) (638 Points)
Replied 09 February 2010

Yes Mr. Amir, independent director will no longer be independent if he is designated as executive director.

But here the dicussion is for the matter that "Can an independent director sign documents on behalf of the company without being designated as executive director?"

And the answer is obviously yes by means of authorisation by Board Resolution.

Mitali Agarwal (Company Secretary) (638 Points)
Replied 09 February 2010

Yes Mr. Amir, independent director will no longer be independent if he is designated as executive director.

But here the dicussion is for the matter that "Can an independent director sign documents on behalf of the company without being designated as executive director?"

And the answer is obviously yes by means of authorisation by Board Resolution.