Appointment of manager in a public limited company

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Querist : Anonymous

Querist : Anonymous (Querist)

25 January 2016 What should be the time limit between the Board Meeting where a Manager is appointed and the General Meeting where its terms, conditions & remuneration can be approved?

Purnima Parashar

Purnima Parashar (Expert)
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25 January 2016
Refer Section 101 and 118 (10) of Companies Act, 2013

Section 101 of the Companies Act ,2013
(1) A general meeting of a company may be called by giving not less than clear twenty-one days’ notice either in writing or through electronic mode in such manner as may be prescribed

Provided that a general meeting may be called after giving a shorter notice if consent is given in writing or by electronic mode by not less than ninety-five per cent. of the members entitled to vote at such meeting
(In case of OPC 14 days)

Secretarial Standard-2 (SS-2): General Meetings

Applicability: This Standard is applicable to all types of General Meetings of all companies, excluding OPC’s and class or classes of companies which are exempted by the Central Government through notification. The principles enunciated in this Standard for General Meetings of Members are applicable mutatis mutandis to Meetings of debenture-holders and creditors.

This Standard is in conformity with the provisions of the Act. However, if, due to subsequent changes in the Act, a particular Standard or any part thereof becomes inconsistent with the Act, the provisions of the Act shall prevail.

Convening of a Meeting: A General Meeting shall be convened by or on the authority of the Board. The Board may also, whenever it deems fit, call an Extra-ordinary General Meeting of the company.

Notice: Notice in writing of every Meeting shall be given to every Member of the company. Such Notice shall also be given to the Directors and Auditors of the company, to the Secretarial Auditor, to Debenture Trustees, if any, and, wherever applicable or so required, to other specified persons.

Notice and accompanying documents shall be given at least twenty-one clear days in advance of the Meeting. Further, in case the company sends the Notice by post or courier, an additional two days shall be provided for the service of Notice.

In case of companies having a website, the Notice shall be hosted on the website.

No items of business other than those specified in the Notice and those specifically permitted under the Act shall be taken up at the Meeting. No business shall be transacted at a Meeting if Notice in accordance with this Standard has not been given.

Shorter Notice: Notice and accompanying documents may be given at a shorter period of time if consent in writing is given thereto, by physical or electronic means, by not less than ninety-five per cent of the Members entitled to vote at such Meeting.

Arpit Shah

Arpit Shah (Expert)
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25 January 2016 http://taxguru.in/company-law/voluntary-appointment-managing-wholetime-director-manager-private-companies-procedure-issues.html

Arpit Shah

Arpit Shah (Expert)
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25 January 2016 http://taxguru.in/company-law/appointment-remuneration-managerial-personnel-companies-act-2013.html

Querist : Anonymous

Querist : Anonymous (Querist)

25 January 2016 As per Section 196, a Manager is appointed in a Board Meeting and terms and conditions of his/her appointment is to be approved at the subsequent general meeting.
since there is no time limit specified as to by what time should this approval be taken, Can I appoint a Manager in the Board Meeting held in January, 2016 and take its approval in subsequent General Meeting, i.e., AGM to be held in Sept 2016????

CS Divesh Goyal

CS Divesh Goyal (Expert)
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25 January 2016 There is no minimum or maximum time limit.
As per Section 196(4) such appointment along with terms should be subject to approval of Shareholders in subsequent General Meeting.

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