Resignation and appointment of a managing director

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Querist : Anonymous

Querist : Anonymous (Querist)

19 November 2014 There are 4 directors and a Managing director in a pvt company. MD is going to resign and a director has to appoint as MD.
Can anyone give the procedures for dong it and also give the tenure of MD ?

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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19 November 2014 a. Issue Notice for Calling Board Meeting. Notice shall include:
(i)Terms and conditions of such appointment.
(ii) Remuneration payable to such Managerial Personnel.
(iii)Interest of Directors in such appointment.
b. Documents Require from Appointee:
(i) Declaration that he is not disqualified to appoint as director. (Secion-152(4).
(ii) Consent that he is willing to appoint as director.(Section-152(5).
(iii) Consent that he is willing to appoint as Managing Director.
c. Pass Resolution in Meeting for appointment of Managerial Personnel.
d. File Form MGT-14 within 30 days of passing of resolution. (Secion-179)
e. File Form DIR-12 within 30 days of passing of resolution.
f. File Form MR-1 within 60 days of passing of resolution. (Section-196).
g. Hold General Meeting take Approval of Shareholders by passing of ordinary resolution.

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