BOBY (COMPANY SECRETARY) (43 Points)
06 July 2010
if two directors are appointed as additional director and nominee director in a board meeting and both attended the said meeting, what designation we can show in minutes for those newly appointed. Can we put it as Director itself in the attendance part of the Minutes of the same Board meeting they are appointed
Mitali Agarwal
(Company Secretary)
(638 Points)
Replied 06 July 2010
Ya You can surely record their names as directors.
As minutes are prepared after the meeting and at that time they are the directors of the company.
Views of other members solicited.
Ashish Gupta
(CS & Legal)
(114 Points)
Replied 06 July 2010
I think if the persons are present and in the meeting they are appinted as Directors, then minutes should initially show them as Special Invitees.
Though Minutes are prepared after the meeting, but they should reflect the position at the time of meeting.
In the matter of their appointment as Director, statement can be included that the Board welcomes Mr. X as Director on the Board and only after taht, he can take part in the decision making of the Board. Till the time he is not appointed as Direcor, he cannot form part of quorum or vote at the matters of the Board.
Other views solicited.
Regards,
Ashish
Deepak Maharishi
(CS)
(514 Points)
Replied 06 July 2010
Agree with Ashish.
"Special Invitees" the correct adopted term.
Thanks and regards
Deepak Maharishi
Mitali Agarwal
(Company Secretary)
(638 Points)
Replied 06 July 2010
I also agree with Mr. Ashish.
This is the correct way !!
vivek
(CS)
(751 Points)
Replied 06 July 2010
We write the name of the directors or presence at the starting o f the minutes and till then they are not the director of your company, even their presence can't be recokned for quorum. Their name should fall under the heading Present with Invitation or like that.
Regards,
Shruti Chawla
(CS)
(258 Points)
Replied 06 July 2010
| Originally posted by : Ashish Gupta | ||
 |
I think if the persons are present and in the meeting they are appinted as Directors, then minutes should initially show them as Special Invitees. Though Minutes are prepared after the meeting, but they should reflect the position at the time of meeting. In the matter of their appointment as Director, statement can be included that the Board welcomes Mr. X as Director on the Board and only after taht, he can take part in the decision making of the Board. Till the time he is not appointed as Direcor, he cannot form part of quorum or vote at the matters of the Board. Other views solicited. Regards, Ashish |
 |
Agree with ashish
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 06 July 2010
Hi Boby,
They are normal directors of the company so you may use Director in the attendance part of the Minutes of the same Board meeting in which they are appointed.
Alternatively the option to use their actual designation in the minutes is always available with you.
Wait for other suitable opinion.
Regards
Nitin Grover
(CS)
(1228 Points)
Replied 07 July 2010
Dear Friend
You can use "Additional Director"
Special Invitiees we use if the person is not appointed as an add. director means if Mr. A & Mr. B are becoming add. director of the company so before appointing them we can use "Special Invitiees"
After That means Now use "Additional Director" or can be used as Director also.
Regards
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 07 July 2010
| Originally posted by : Nitin Grover | ||
|
|
Dear Friend You can use "Additional Director" Special Invitiees we use if the person is not appointed as an add. director means if Mr. A & Mr. B are becoming add. director of the company so before appointing them we can use "Special Invitiees" After That means Now use "Additional Director" or can be used as Director also. Regards |
|
200% correct observation !!!
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