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Appointment of CEO as Employee

Yogesh Bhatt (Company Secretary) (475 Points)

08 April 2010

1. Can any one send me resolution for appointment of CEO as employee , he is not director.

2. and can also send me draft agreement of appointment of CEO as employee.

3. and my co. is pvt company with Pc of 100000.

4. so in that case only board resolution is enough and

5. is there application of sec of MD and schedule XIII for giving salary ?

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17 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 08 April 2010

Come on --- you are appointing someone as an employee and looking for resolution and in case of a pvt. company.

For appointing CEO as an employee nothing is required except small HR formalities.

Wait for other opinions.

Neeta (Finance) (345 Points)
Replied 08 April 2010

yes , i agree with ankur sir .

First tell , what is the status of dis CEO - u said he is not a director , and also he is not an employee.

However one thing is clear that der isn't any resolution required for the appointment of a person as an employee.

and also for an appointment of employee - ders is no question of attraction of sections applicable to appointment of MD.

Others views solicited.

Regards

Yogesh Bhatt (Company Secretary) (475 Points)
Replied 08 April 2010

1.as employee we need not resolution except appointment letter. but if i want to give some responsibility as full project enchage. so in that case i can pass resolution or no need ?

2. another thing if i make agreement how i can adopt without resoution because i want to apoint CEO as all project encharge.

CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 09 April 2010

In this case you can pass a general board resolution authorising your CEO to undertake the responsilities of the project, and I hope your CEO is a Director .

Yogesh Bhatt (Company Secretary) (475 Points)
Replied 09 April 2010

ya, in that case we can just make agreement to appoint CEO as employee. without go through resolution

CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 09 April 2010

I don't understand why you need to appoint your CEO as an Employee. You can authorise your Directors to take the project. Even though you appoint him as an employee, the liability as a Director will be there as such as long he is a Director of the company.

Anyhow its the Board decision that matters so go on

Yogesh Bhatt (Company Secretary) (475 Points)
Replied 09 April 2010

that i know but person has specific qualification to handle project and that director could not handle so director want to appoint him CEO as employee.

CS Mayur Buha (Company Secretary) (238 Points)
Replied 12 April 2010

Mr, yogesh bhai,

If you assign any authorities to any one on behalf of the board and on behalf of the Company, you must need a board resolution because without Board consent the authorities dosent excersiable.

Preety (Company Secretary) (96 Points)
Replied 27 August 2010

Hello friends

My Co (limited) wants to wants to appoint one person as CEO. He is drawing remuneration from the Company. Earlier he was Director of the Company but now has resigned. What are the formailities reqd for appt of CEO. Does Board Res is reqd or Appointment letter is reqd. Pl provide me the copy of both.My email id is cspreetikaur @ gmail.com

Thanks in advance

Regards

Preety

Ajay Mishra (Company Secretary) (74332 Points)
Replied 27 August 2010

Dear Ms. Preety

For appointment of CEO in Board as there is no specific provisions in Companies Act, 1956 except Listing Agreement. If you want you can take appointment of CEO as one agenda item.

No need to file any form with ROC.

Regards

CS Ajay Mishra

Preety (Company Secretary) (96 Points)
Replied 27 August 2010

Thanks Mr Ajay

It means Board Res would be sufficient. Whether appt letter is required? Can u pl provide me the Board Res and letter of appt.I would be highly thankful to u.Also Do we have to mention in the Directors Report of the Company regarding appt of CEO.Pl confirm.

Thanks

Regards

Preety

Ajay Mishra (Company Secretary) (74332 Points)
Replied 27 August 2010

Dear Ms. Preety

There is no need to approve appointment of CEO as resolution, you can just take note of the appointment of CEO at Board Meeting . After appointment you can just send a normal letter of appointment, as per your HR Policy

Regards

CS Ajay Mishra

CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 27 August 2010

Dear Ajay ji,

As CEO comes under the perview of Key Managerial Personal (KMP) along with others their appointment shall be done through passing a board resolution.

Kindly rectify if I am wrong.

Regards

CS Jithesh

Ajay Mishra (Company Secretary) (74332 Points)
Replied 27 August 2010

Dear Mr. Jithesh

Key Managerial Personnel is defined under new Company Bill and not under Companies Act, there is no specific provision to take the matter of appointment to Board. As a good corporate practice you can take note of the appointment of CEO. However there is no specific form foe such appointment.

Regards

CS Ajay Mishra