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Appointment of md requires ordinary resolution?

ACS Deepika Chowdhary (Company Secretary) (280 Points)

05 October 2012

If we are appointing a Director as the MD of the company and appointment is as per Sch. XIII. Do we need to hold general meeting for paasing of Ordinary resolution?? if yes, then why so?? or Board Resolution is good enough to fulfill the requirement?? Please update me about my query

Thanks & Reagrds

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7 Replies

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 05 October 2012

MD can be appointed by way of Board Resolution, however, in terms of Schedule XIII to approve the remuneration of the Managing Director we need to pass ordinary or special resolution depending upon the remuneration and respective table of Schedule XIII.

Under section 269 to appoint a WTD we need to comply part I and II of schedule XIII and a return of appointment is to be filed in form 25C withing 90 days of appointment.

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Ankit (CA, CS) (3064 Points)
Replied 05 October 2012

Dear Deepika,

if he is already a director, then a Board Resolution is to be passed since it will only be a redesignation of the director. ordinary resolution is also required since now, he would be paid salary etc. hence, for this purpose even an ordinary resolutin is reqd.

in short both the resolutions need to be passed

Ankit

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ACS Deepika Chowdhary (Company Secretary) (280 Points)
Replied 05 October 2012

Thanks Ankur Srivastava and ANkit. I got my answer, I got confused that we are holding general meeting for the purpose of appointing MD but this is because he will be paid remuneration as per sch.XIII, therefore, we are required to hold genereal meeting.

Ankit (CA, CS) (3064 Points)
Replied 05 October 2012

Dear Deepika,

the AGM is actually not required for appointment of an MD since he is already a director. but is required only to authorise the payment of the remuneration to him

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