From: BIPIN ACHARYA <bipinsacharya@gmail.com>
Date: Fri, Dec 18, 2009 at 10:54 AM
Subject: Re: [CharteredSecretaries] First Board Meeting
To: CharteredSecretaries@yahoogroups.co.in
Date: Fri, Dec 18, 2009 at 10:54 AM
Subject: Re: [CharteredSecretaries] First Board Meeting
To: CharteredSecretaries@yahoogroups.co.in
Dear friends,
During every quarter, one Board Meeting is required to be held pursuant to the provisions under section 285 of the Act. Convene the first Board Meeting accordingly.
Then, the first Board Meeting is held,but, the requisite quorum was not present thereat. Section 288[1] will be attracted and accordingly, the Board- Meeting will stand adjourned to the same day next week.
According to section 288[2], section 285 has not been contravened.
What would happen at the adjourned Board Meeting whereat again, there is no quorum? Can it be adjourned sine die with an authority to the Director resident in India to convene it at a convenient date during the current quarter?
As to the solution of appointing an alternate director through circular resolution, there is no legal infirmity if the Director abroad and the one in India approve and pass the same.
Incidentally, if in the given case of the private company, if the two directors are the only shareholders, it would be better to pass through circular resolution the approval to the registration of transfer of shares so as to add one joint-holder in both cases or alternative to approve the registration of transfer of one share each in both LFs to the joint-account of each director-shareholder. The joint-holder in respective cases may be residing in India and abroad.
EGMs and even AGMs can be held abroad in case of private companies.
Khush Raho Charms,
bipin
--
Bipin S. Acharya
Practising Company Secretary
CP 8 FCS 424
B/3, Ripple Apartments,
Near Hindu Mahila Milan Mandir,
Narayan Nagar,
Paldi, Ahmedabad- 380007
Ph: (079) 32516425
Mibile: 09327046425
email: bipinsacharya@gmail.com
During every quarter, one Board Meeting is required to be held pursuant to the provisions under section 285 of the Act. Convene the first Board Meeting accordingly.
Then, the first Board Meeting is held,but, the requisite quorum was not present thereat. Section 288[1] will be attracted and accordingly, the Board- Meeting will stand adjourned to the same day next week.
According to section 288[2], section 285 has not been contravened.
What would happen at the adjourned Board Meeting whereat again, there is no quorum? Can it be adjourned sine die with an authority to the Director resident in India to convene it at a convenient date during the current quarter?
As to the solution of appointing an alternate director through circular resolution, there is no legal infirmity if the Director abroad and the one in India approve and pass the same.
Incidentally, if in the given case of the private company, if the two directors are the only shareholders, it would be better to pass through circular resolution the approval to the registration of transfer of shares so as to add one joint-holder in both cases or alternative to approve the registration of transfer of one share each in both LFs to the joint-account of each director-shareholder. The joint-holder in respective cases may be residing in India and abroad.
EGMs and even AGMs can be held abroad in case of private companies.
Khush Raho Charms,
bipin
On Fri, Dec 18, 2009 at 10:10 AM, aditya narayana <adi_1996_1@yahoo.co.in> wrote:
--- On Thu, 17/12/09, ANIL DULANI <dulanianil@gmail.com> wrote:
From: ANIL DULANI <dulanianil@gmail.com>
Subject: Re: [CharteredSecretaries] First Board Meeting
To: CharteredSecretaries@yahoogroups.co.in
Date: Thursday, 17 December, 2009, 9:59 PM
You can appoint Alternate Director and same can be appointed by circular resolution also.Anil DulaniOn Wed, Dec 16, 2009 at 10:10 AM, Ashish Aggarwal <ashish_cs06@ yahoo.com> wrote:
Best Regards,
Ashish Aggarwal, A.C.S.+9811739821
--- On Mon, 14/12/09, Deeksha <chopra.deeksha@ yahoo.com> wrote:Subject: [CharteredSecretari es] First Board Meeting
From: Deeksha <chopra.deeksha@ yahoo.com>
To: "char sec" <CharteredSecretarie s@yahoogroups. co.in>
Date: Monday, 14 December, 2009, 2:50 PM
Bipin S. Acharya
Practising Company Secretary
CP 8 FCS 424
B/3, Ripple Apartments,
Near Hindu Mahila Milan Mandir,
Narayan Nagar,
Paldi, Ahmedabad- 380007
Ph: (079) 32516425
Mibile: 09327046425
email: bipinsacharya@gmail.com
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