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Minutes of private limited company??

Sachin (student) (214 Points)

28 November 2011

1. if director is foreign national and if he is signing the bs and p&l and then can leave of absence be shown in meeting held for approval of uaudited accounts and approval of annual accounts even if he is signing. 2. if form 32 has not been filed for regularisation of additional Director but still on portal it is coming director then what can be done while writing minutes. 3. if director son is getting salary of more than 3 Lacs for year ending on 31.03.2011 but no central govt. approval has been taken then what can be done in minutes should we show it or not us 314.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 28 November 2011

Dear Sachin,

1. If the director is signing on the balance sheet then on the date of board meeting on which the accounts were approved he cannot be shown as absent. His present is must to be recorded.

2. If you want to regularise him as a director, hold an EGM from back date and show his regularisation and file form 32 from back date. He would be regularise.

If you don't want to continue him as a director: As such, the Additional Director shall hold office upto the date of next AGM, on the date of AGM he is ceased to be a director, file form 32 for his removal from the board.

3. Director's son is getting salary more than 3 Lacs, if it is per month then this was the case of Central Government Approval.

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Sachin (student) (214 Points)
Replied 28 November 2011

Thanks Mr. ankur for ur reply. but I want to know that if Director who has not been regularised as per records of the Company is being shown as director on mca portal then on which date should we conduct EGM. 2. can additional director himself attend the EGM in which he is getting regularised (there are only directors including him). 3. what can be done if central govt. approval has not been taken for getting salary more than 3 lacs uptil now. can CG approval be taken now under section 314 and kindly mention the procedure for taking CG approval.........

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 28 November 2011

Dear Sachin,

After his appointment as an Additional Director and before the date of AGM you can hold EGM at any date and regularise him as a director and file form 32 from that date. You can show his regularisation in the AGM as well however, you must have filed form 23 AC and 23 ACA wherein you must have attached notice and Director Reports wherein his regularisation was not mentioned.

Yes, additional director himself can attend the meeting.

Available recourse: Appoint him as a director from back date, Section 314 would not be applicable on him.

Sachin (student) (214 Points)
Replied 28 November 2011

Thanks Sir, for ur reply. one more thing i would like to clarify.

If honorarium is paid to a director of Private company then is section 314 applicable. and whether remuneration can be paid to a director in board meeting or is it necessary to conduct general meeting.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 28 November 2011

Your query is not clear Sachin.

Section 314 is applicable, if the director obtains from the company anything by way of remuneration over and above the remuneration to which he is entitled as such diretor whether as salary, fee, commission, perquisites, the right to occupy free of rent any premises as a place of residence or otherwise.