Appointment of MD

Meetings 735 views 5 replies

Anchal talwar

Company Secretary

113 Points Joined November 2009

Dear members

plz help...

in case of the shareholders agreement (50% joint venture b/w two companies) if one ofshareholder shall have a right to appoint the managing director of the company then is there any requirement to pass a resolution in the AGM of the Company for the appointment of the nominated manageing director? Please note that the appointed managing director used to draw remuneration from the appointing shareholder company & not from the company in which he is nominated.

Thanks in anticipation

Replies (5)

CA Ayush Agarwal

Kolkata-Pune-Mumbai

27344 Points Joined October 2007

UR Question is Not Clear............

Can U Please Elaborate UR Query

vivek

751 Points Joined May 2009

Upto my understanding:-

In this situation you must mention that your Company is Pvt. Ltd. or Pub. Ltd.?

Regards,

vivek

751 Points Joined May 2009

As section 269 does not apply to Pvt. Ltd. company, so a Pvt. Ltd Company may appoint a MD suo moto by way of Board Resolution/ GM Resolution/ AGreement (by any way if AOA is silent otherwise follow the AOA provisions).

vivek

751 Points Joined May 2009

But if your Company is a Public Limited Company then you will hav to adopt one of the two wayprovided byb Section 269:-

1. Appointment as per Sch. XIII without approval of CG - (Check sch XIII but in all caes according to PART-III point-I, it has to meet approval of shareholders)

2. Appointment with approval of CG - Appointment can be by Board Resolution/ GM Resolution.

But wait for the expert's comment.

Regards,