Appointment of MD

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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)

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

 

 

Can U Please Elaborate UR Query

Upto my understanding:-

 

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

 

Regards,

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).

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,

thanks a lot all of you

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