Mayuri Lal (officer CS) (748 Points)
29 October 2012Dear Members,
A subsidirary of a listed Company has to appoint a whole time director on urgent basis. The person to be appointed as WTD is not a Director in the subsidiary
Can a subsidiary company having inadequate profit appoint a WTD through circular resolution ?
Please confirm.
Regards,
Mayuri lal
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 01 November 2012
Ya, it may appoint a WTD by way of resolution passed by circulation, but it has to be noted in the next board meeting and the appointment will be subject to the approval of Shareholders in General Meeting because schedule XIII is applicable and according to the applicable table ordinary or special resolution is to be passed.
ACS Deepika Chowdhary
(Company Secretary)
(280 Points)
Replied 02 November 2012
Yes WTD can be appointed with circular resolution and that appointment will be subject to shareholder approval. Rest Ankur sir has rightly mentioned.
P C Agrawal
(Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad)
(8229 Points)
Replied 06 November 2012
Yes, it is possible to appoint WTD by circulation. However, technically only a director can be appointed as WTD. A person who is not a director should be first appointed as additional director and then in the same resolution he can be appointed as WTD on payment of remuneration subject to approval of members.
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