MD appointment.

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Querist : Anonymous

Querist : Anonymous (Querist)

26 November 2009 Mr. X is a director of ABC pvt Ltd.
Now mr. X is to be appointed as a MD of the company.
What Resolution need to be passed at the Board meeting.
Whether fresh Form 32 and 23 need to be filed for the Appointment.

Ankur Garg

Ankur Garg (Expert)
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26 November 2009 As you are a private company so you can appoint MD simply by passing Board resolution. In this case shareholders approval is not required. Reason being you are not governed by section 269 read with sch. XIII.

Hold a board meeting and pass a board resolution for the appointment of managing director.
File form-32 and 23 within 30 days of passing resolution in the board meeting.

Form-23 is required to be filed as per section 192(4)(c).

RESOLUTION

RESOLVED THAT subject to approval of the central Government and pursuant to the provisions of Section 198,269,309,310,311 and read with Schedule XIII and other applicable provisions, if any, of the Companies Act 1956 as amended, the consent of the board be and is hereby accorded to the appointment of Mr. ____________, as Chairman & Managing Director of the Company for a period of 5 years with effect from________ .

Regards

Querist : Anonymous

Querist : Anonymous (Querist)

26 November 2009 Sir, Mr X is already a director, Did we have to file a fresh form 32.

Also he is to be appointed without any restriction on time period.

CS Vandana Kacholia

CS Vandana Kacholia (Expert)
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26 November 2009 yes bcz there is change in designation of Mr. X so you have to file form 32 afresh and being a pvt. company there is not time boundation subject to articles of Association.

Regards

Ankur Garg

Ankur Garg (Expert)
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26 November 2009 Agree with Vandana.