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Appointment of M.D.in case of private company

Himani (NA) (54 Points)

02 January 2009

Please guide as to what section will be quoted in Form 23 for appointing a director as M.D. in case of private company?

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10 Replies

Arul Ganesh (Company Secretary) (98 Points)
Replied 02 January 2009

in case of pvt companies, appt. of MD is not mandatory under the Companies Act, 1956 unless it is subsidiary to a public ltd company. Hope u wld referred s.269 of the said Act. Moreover, the column in e-form 23 which requires to fill in the section under which the resolution is passed, IS NOT A MANDATORY COLUMN. So my submission is you may upload the form without filling an particulars in the said column. But you have to fill in the purpose of the resolution and the subject matter.

Himani (NA) (54 Points)
Replied 05 January 2009

Thanks Arul jee.

Gargi Ranade (CS) (619 Points)
Replied 31 January 2009

dear himani!

please refer section 192 it is specificaly mentioned that at the time of appointment or reappointment of MD in Company (note that section is also applicable to pvt comapny as it is not specificaly mentioned regarding non applicability or applicability to the public or subsidiary of public) non filing of form 23 in this case will be compoundable offence

regards

SOURABH GUPTA (CS) (100 Points)
Replied 13 March 2009

Dear all,

Who says that appointment of M.D./WTD is not mandatory under the Companies Act, 1956. For appointment of M.D./WTD in private companies, file form no. 23 & 32 only. There is no need to file F. NO. 25C.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 14 March 2009

Dear Himani,

It is quite clear that in case of private company sec. 269 is not applicable. But u/s 192 certain resolutions are required to be registered that includes above case. Thus form 23 is required to be filled within 30 days and you may quote sec 192 in the form. The purpose of the form will be REGISTRATION OF RESOLUTION and the subject matter is APPOINTMENT OF MANAGING DIRECTOR.

DR GAURAV GUPTA FCA, FCS, LL.B (COMPANY SECRETARY) (1046 Points)
Replied 15 March 2009

Dear himani

provisions of section 269 are not attracted in case of private company but sec 192 is applicable for all companies hence mention section 192 in form-23 and along with it file form-32 with the option change in designation.

DR GAURAV GUPTA FCA, FCS, LL.B (COMPANY SECRETARY) (1046 Points)
Replied 15 March 2009

Dear himani

Himani (NA) (54 Points)
Replied 16 March 2009

Dear Gaurav

Thanks a lot..

I hav another query....Can a public limited company whose directors have shareholding in another company lend any loan to that other company?

DR GAURAV GUPTA FCA, FCS, LL.B (COMPANY SECRETARY) (1046 Points)
Replied 16 March 2009

Originally posted by :Himani
"	Dear himani provisions of sec 295 are attracted if another comapny is private company or if it is public but common directors holds more than 25 % shares so please check the satus and give loan according to the provisin of sec 295	"