Appointment of managing director

CHECKLIST FOR APPOINTMENT OF WTD AS A MANAGING DIRECTOR

The following are the steps involved in appointment of WTD, who is not an Managing Director in any other Company, as Managing Director in a Company:

1-      Convene Board Meeting, and pass resolution for appointment of WTD as Managing Director and fix date and approve notice of General Meeting for passing ordinary resolution or special resolution, as the case may be.

           2-      Issue notice along with explanatory statement at least 21 days before the Extra-Ordinary General Meeting/Annual General Meeting.

3-      Hold the General Meeting and appoint him as Managing Director by ordinary resolution.

4-      If the prospective Managing Director is less than 25 yrs. of age but more than 18 yrs. or more than 70 yrs. of age, then appointment has to be approved by Special Resolution in General Meeting.

5-      Ensure that appointment is in accordance with the provisions of Schedule XIII to the Companies Act, 1956 otherwise Central Government approval is required by making an application in Form 25A.

6-      File Form 23 within 30 days of passing resolution for appointment even if ordinary resolution is passed (See Section 192)

7-      File Form 32 within 30 days of app. for change in designation from Whole time Director to Managing Director.

8-      File Form 25C within 90 days of appointment

9-  Make necessary entries in the Register of Directors

Managing Director can be apponited by way of Board Resolution and form 32 and 23 are to be filed within 30 days of appointment.

In case of appointment of MD form 25C is to be filed again.

However, in case the remuneration exceeding the limits and schedule XIII part II section II is applicable, the appointment will be subject to the approval of shareholders in General meeting and an AGM is to be called to pass Ordinary / Special Resolution accordingly.

there is a unlisted public company with paid up of Rs 5000000 and appointing whole time director and Md in thgeir company and paying them remuneration of more then 11%. now is the govt approval necessary.. and what procedure is to be followed from begning to end and what meeting to be convened.