Dear All,
A private limited company having 4 directors (say A, B, C & D) as per AOA was incorporated on 17.08. 2009 with Authorised capital of Rs. 1.00 lac. In the 2nd Board meeting held on 31.08.2009, the company appointed 2 more directors (say E & F) as Additional Directors to hold office till first AGM of the company. In the same Board meeting, the very same additional directors (E & F) were also appointed as normal directors, subject to approval of the shareholders in EGM. Form 32 for appointment of E & F as Additional Directors, has already been filed with ROC on 05.09.2009.
In the same Board meeting (31.08.2009), A was appointed as Managing Director of the company w.e.f. 01.09.2009 on a remuneration to be decided later on by the Board. AOA gives power to the Board for appointment of MD on the terms and conditions and on the remuneration as decided by the Board. Directors A & B are related and Directors C & D are also related.
Notice for EGM was approved by the Board on 31.08.2009 and was issued for calling EGM on 10.09.2009 on a short notice (instead of 21 days) after taking written consent of all the 4 shareholders.
My queries are as under: -
1) Whether appointment of E & Y as additional director first and normal directors later on (subject to approval of EGM) in the very same Board meeting , is correct or not? I think it is possible.
2) Now, after appointment of E & F as normal Directors in EGM (10.09.2009), is only Form 32 for change in Designation to be filed within 30 days or some other Form / documents are also to be filed with ROC.
3) Can MD be appointed by the Board of a Pvt. Ltd. Company without any approval from shareholders in EGM?
4) Can MD’s remuneration be decided later on by the Board of a Pvt. Ltd. without any approval from shareholders in EGM?
5) If EGM approval is required for MD’s appointment and remuneration, can this matter be considered in proposed EGM to be held on 10.09.2009?
6) Now, after appointment of A as MD, is only Form 32 for change in Designation to be filed or some other Form / documents are also to be filed with ROC.
7) If remuneration of MD is finalised in the next Board meeting (say on 01.10.2009) w.e.f. 01.09.2009, is Form 25C to be filed with ROC or some other Forms / documents are also to be filed with ROC.
Your expert opinion is solicited for the above queries.
Thanks in advance,
CA. Satendar Kumar
CAclubindia
