Appointment of employee as "executive director"

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

25 October 2013 Ours is a private limited company incorporated under Companies Act in March 2013 having its registered office at Hyderabad.
The Company is headed by the Chairman and a Managing Director.
We are having branch at Visakhapatnam also apart from Hyderabad.
We are engaged in the business of Real Estate and Construction.
Now the company has decided to appoint a person at our Visakhapatnam Branch as "Executive Director" to look after the affairs of Visakhapatnam Branch. The age of that person is 58 years & above and he has recently super annuated from his services from a private limited company on attaining the age of 58 years and he has worked for more than 20 years in that company.
Considering his vast experience and expertise we offered him to join our company as "Executive Director" at Visakhapatnam Branch with remuneration of Rs. 50000/- per month.For that he has agreed and accepted our offer.
The condition is that he wont be part of the Board of Directors and he will not participate in the AGM or EGM whatever it is.
He will be just like an ordinary employee in the company and will be designated as "Executive Director" just for designation sake.He has got nothing to do with the Board.
Now the question is can he be appointed as "Executive Director" ?
If yes how ? what are the formalities that have to be followed to appoint him and issue an appointment letter ? Also kindly provide a copy of such appointment order for my reference.

And if not why? What are the remedies if he cannot be appointed as "Executive Director"?

At any cost we have to appoint him as "Executive Director" since we have given commitment orally.

Further we request to provide copy of offer letter and appointment letter for appointing "Executive Director" for a pvt. ltd. company.
Kindly guide us in this regard.

Ajay Mishra

Ajay Mishra (Expert)
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25 October 2013 Hi

Yes, very much possible.

You appoint him as executive director and file Form-32 with ROC.

Querist : Anonymous

Querist : Anonymous (Querist)

25 October 2013 To file Form 32 with ROC do we have to convene General Meeting and pass a resolution for such appointment.

else

can we appoint him with a different designation such as Sr. Executive Vice President or President without convening any General Meeting

Ajay Mishra

Ajay Mishra (Expert)
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25 October 2013 Check what your article says.

If articles is silent then only Board resolution will be passed for appointing him as executive director.

The provision of remuneration will not apply to private limited company.

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