Dear All,
Kindly suggest me can a Pvt Ltd co Oppoint Life time director, if so kindly state the procedure to be followed and Proforma of Board resolution for the same thank you
Gokul Malpani (Proprietor) (92 Points)
12 May 2010Dear All,
Kindly suggest me can a Pvt Ltd co Oppoint Life time director, if so kindly state the procedure to be followed and Proforma of Board resolution for the same thank you
Nirav Pankaj Shah
(Advocate)
(188 Points)
Replied 12 May 2010
ultimately shareholders are the owners and they are the one who run business and hence CA acts provides them with a right to remove Director in that case not possible to appoint such director.
Contrar views r solicited.......
Nirav Pankaj Shah
(Advocate)
(188 Points)
Replied 12 May 2010
Further there are certain cases whereat Director has to cease to b a director as in 274 and non attending Board Meetings widout leave of absence and others. so that way also its not poss.
Contrary views r solicited.
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 12 May 2010
| Originally posted by : Gokul Malpani | ||
 |
Dear All, Kindly suggest me can a Pvt Ltd co Oppoint Life time director, if so kindly state the procedure to be followed and Proforma of Board resolution for the same thank you |
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Yes Life time directorship in private company is very much possible as provisions relating to rotational retirement as mentioned in section 255 and 256 are not applicable to a private company.
Directors appointed through board resolution may continue to hold directorship. However you may also appoint the person as director by passing an ordinary resolutiion in the GM.
Revert if there is any doubt.
CA Rahul Jain
(CA)
(1162 Points)
Replied 12 May 2010
yes, a pvt ltd co. can appoint a director for life time of the company by passing an OR in GM unless removed under provisions of the act.
As stated by ankur sir, sec 255 & 256 doesnot apply to pvt co, so rotational retirement is not mandatory....
however, it is not possible to pass a resolution that a director once appointed would not be removed in any circumstances...Co Act has mentioned some events on which director is presumed to vacate his office....a resolution passed contrary to the Act is void ab initio.
Aneesh
(Pursuing CA)
(101 Points)
Replied 12 May 2010
As far as my knowledge goes the promoters of a company becomes the First Director of the company i.e a permanent director or deemed director...and hence can't be removed, neither can he be retired by rotation unless removed by the shareholders for wrongful conduct!
Pls correct me if wrong.
CS MOHIT SALUJA
(PRACTICING CS Jalandhar 9914558709)
(5155 Points)
Replied 17 May 2010
As per my knowledge and experience, i hereby would like to state that there when a director is being appointed in the company, he is ultimately appointed for the life time. no one can estope him of being removed from the directorship unless and otherwise he is disqualified to become as the director. so the director appointed is apppointed for the life time. But the condition is he must have been appointed through the General Meeting and not the board meeting. any director appointed through board meeting will be always be as additional director or director for filling vacancy or otherwise and not for life time. and if he will be appointed as additional his designation can be changed to director and ultimately will be director for whole life uness removed u/s. 274
Shashikala Shah
(Practising C S )
(43 Points)
Replied 05 June 2010
Hi friends,
All the directors in a pvt ltd co are for life time unless & until they resign from the directorship or are disqualified due to the provisions of the Act.
Shashikala Shah
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