24 June 2013
My compnay is a private company appointing MD only as per schedule XIII because our AOA is silent, then what procedures we need to follow? please guide.
The provision of section 269 of the Companies Act, 1956 is not applicable to private Limited Company.
But if you want to appoint him as MD as per section 269 the follow the following procedure.
PROCEDURE FOR APPOINTMENT OF MANAGER/WTD/MANAGING DIRECTOR
1. A board Meeting shall be convened to decide on the proposal to appoint a particular person as a managing director and also decide provisionally the terms and conditions of the appointment including the remuneration if any, payable to the managing director. 2. The Board decides whether the remuneration payable to MD would be by way of monthly payment or at a specified percentage of the net profit of the company or partly by the one way or partly by the other. 3. A copy of the Board Resolution regarding the appointment should be filed with the ROC in Form-23 within 30 days from the date of passing of such resolution.{ Section 192(1) read with Section 195(4)(c)}. 4. If the appointment is in conformity with the provision of Schedule XIII, a return in Form-25 C must be filed with in 90 days from the appointment with ROC.
24 June 2013
As per my seniors section 269 is not applicable and even in the board resolution they only mentioned about schedule XIII. what you suggest now sir?
25 June 2013
Both Section 269 and Schedule XIII is not applicable on Pvt Ltd company. Please go ahead for appointment of MD in Board Meeting and File E-Form- 32 and 23.
CAclubindia
