Mr A was appointed as CEO of unlisted public co. in Jan.2012 by Board. In Jan.2013 one of his relative was appointed as director of the company. Approval of members u/s 314 of CA 1956 was not required since appointment of relative as director was made subsequently. Now what action is required under CA 2013?
CEO is a KMP and Board resolution is required for his appointment u/s 203. Sec.188 requires prior approval of members by special resolution. Going by that, date of his appointment cannot be prior to date of passing SR. Protection u/s 465(2) may not be available in this case. How the requirement of prior approval can be complied with?
Query on appointment of ceo (related party)
P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
19 March 2014
CAclubindia
