Dear All Collegues/Experts,
As I have great regards for all of yours high-skilled knowledge on company & corporate laws matters, I have to request that would you please advice VERY URGENTLY on the following:
In a Board meeting of M/s ABC Co. held at its registered office at
The following resolutions were passed in the above said meeting:
1. Mr. XYZ was elected as the Chairman-cum-Managing Director of the company for life or till he decides to resign as CMD.
2. The Management Control of the company will remain with Mr. XYZ till he continue as CMD and thereafter CMD will be appointed as per the Shareholder Agreement.
3. The share holding pattern of the company will be as follows:
Mr. XYZ and his nominee/s 30 %
Mr. LLM 10 %
Mr. LOP 15 %
Mr. JKL 15 %
Mr. ATC 30 %
Mr. JDH NIL
4. M/s ABC Co., US to be a wholly owned ( 100% ) subsidiary of M/s ABC Co. Mr. XYZ will act as President and CEO of the M/s M/s ABC Co., US.
5. The total number of shares of the
6. 1400 shares will be allotted to M/s ABC Co. and balance 100 shares will be allotted to Mr. XYZ with an understanding that Mr. XYZ will transfer back these shares (100 shares in his personal name) at the same face value of 1 $ / per share at the time of his resignation from the present post of CMD of M/s ABC Co.). Mr. XYZ to execute an agreement for the same with M/s ABC Co., separately. On his resignation the 100 share will be transferred to new CMD.
7. The respective earnings of the 100 shares held by Mr. XYZ individually in the US Company shall be treated as the earnings of M/s ABC Co. Proposed Share-holders agreement to be executed by mid-July 2010.
8. Mr. XYZ to complete his share of investment in proportion to his shareholding in the company immediately upon the signing of the Share-holder’s Agreement (SHA).
Please URGENTLY advice Whether above Board Resolution is valid and secondly, Whether Mr. XYZ can be appointed for life as CMD and/or he may choose to be remain to be CMD by virtue of SHA until he so desires otherwise. Does it violate the Companies Act or any other laws as such.
Thanks in anticipation & regards.
Advocate & Attorney