appointment of Managing director

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Querist : Anonymous

Querist : Anonymous (Querist)

01 September 2010

Hi all

can any tell

Which type of meeting should be held for appointment of managing director

and can MD be appointed merely by board meeting with the unanimous consent from all the directors in case of public companuy .

CA Sanat Pyne

CA Sanat Pyne (Expert)

01 September 2010 The following are the steps involved in appointment of Mr. A as Managing Director in a Company who is not an Managing Director in any other Company:

1- Convene Board Meeting, appoint Mr. A as Additional Director and pass resolution for appointment as Managing Director (sample of resolution specified hereunder) and fix date and approve notice of General Meeting for passing ordinary resolution or special resolution, as the case may be (explained hereunder)

2- File Form 32 for app. as Additional Director (with his consent in case of public Company)

3- Issue notice along with explanatory statement (sample of exp. St. specified hereunder) at least 21 days before the Extra-Ordinary General Meeting/Annual General Meeting

4- Hold the General Meeting and appoint Mr. A as Director u/s 257 and appoint him as Managing Director by ordinary resolution (sample specified hereunder).

5- If the prospective Managing Director is of 18 yrs. or > 70 yrs. of age then appointment has to be approved by Special Resolution in General Meeting.

6- Ensure that appointment is in accordance with the provisions of Schedule XIII to the Companies Act, 1956 otherwise Central Government approval is required by making an application in Form 25A.

7- File Form 23 within 30 days of passing resolution for appointment even if ordinary resolution is passed (See Section 192)

8- File Form 32 within 30 days of app. for change in designation from Additional Director to Managing Director.

9- File Form 25C within 90 days of appointment

10- Make necessary entries in the Register of Directors

Querist : Anonymous

Querist : Anonymous (Querist)

02 September 2010 thanks too much for yr reply

bt my query is that if a person who is already a director and we want to appoint him as a managing director in a company
can it be done by simple board resolution with the consent of all director
or there is a necessity to hold EGM.

CA Sanat Pyne

CA Sanat Pyne (Expert)

02 September 2010 NO THERE MUST BE A GENERAL MEETING

Querist : Anonymous

Querist : Anonymous (Querist)

02 September 2010 THANKS SANAT

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