Companies Act

Can a company secretary appointed under section 383A(1) be appointed as the manager under section 269?

Companies Act_Practical Problems_18

Mr. A, a member of ICSI is employed in XYZ Limited as Asst. Manager – Secretarial. He has been informed by XYZ Limited that he shall act as the Company Secretary of PQR Limited which is a subsidiary/ group company of XYZ Limited. Mr. A has filed Form 32 with the ROC and has signed the annual accounts in the capacity of Company Secretary of PQR Limited.

PQR Limited requires appointment of a Company Secretary pursuant to section 383A of the Companies Act. No formal letter of deputation etc. has been issued to Mr. A by XYZ Limited. Mr. A is also attending to the duties at XYZ Limited and salary, PF, TDS etc. is paid by XYZ Limited.

Question is:

a) Since Mr. A is an employee of XYZ Limited as per records, whether PQR Limited is said to have complied with the provisions of Section 383A w.r.t. appointment of a Secretary on whole-time basis ?

b) Whether Mr. A invites any penalties or violations by being employed in one company and signing annual accounts of second company in the capacity of a Company Secretary?

c) Any other consequence?

Companies Act_Practical Problems_17

Mr. A is a qualified company secretary. He is an employee of X Ltd a public company having paid-up share capital of Rs. 8 crores. Can Mr. A function as a company secretary of a subsidiary of X Ltd, while remaining on the rolls of X Ltd or should Mr. A be in the employment of the subsidiary in order to ensure compliance with section 383A of the Companies Act 1956?

Companies Act_Practical Problems_16

A Pvt. Ltd has 5 directors- 3 Indian and 2 German. On a matter concerning the company’s business, an urgent decision is necessary. Hence, a Board meeting is held at which all three Indian directors are present. They seek the German directors’ consent to the resolution by videoconference with them. The articles require at least 2 directors from each side to vote for a resolution at a Board meeting. The resolution passed in this way unanimously. Is the resolution valid?

Companies Act_Practical Problems_15

In the Board meeting, where quorum was of three Directors, four Directors were present at the meeting when it began. All participated in the discussions (audio recording is available) but only two signed the attendance register and other two refused to sign. Does this invalidate the meeting?

Is it necessary that quorum should be present at the time of each & every agenda being discussed at the meeting? OR Is it sufficient if it is present only at the beginning at the meeting? Whether the answer is same for Board and General Meetings?

Companies Act_Practical Problems_14

In the Board meeting, where quorum was of 4 Directors, Five Directors were present at the meeting when it began. All signed the attendance sheet but during the meeting due to difference of opinion, two left the meeting in between and while walking out scratched their names & signatures from the attendance sheet. Will that affect the validity of the quorum?

Companies Act_Practical Problems_13

Quorum for the Board meeting is 1/3rd of the total number of Directors. The Board had 10 members till 30th April 06. On 5th May 06 Mr. X , Director of the company died. For the meeting to be held on 3rd June 2006, what would be the quorum?