Appointment of md in private company

Friends,

In a private company having only 2 directors (husband and wife), one of them is to be appointed as Whole time director and other is to be appointed as Managing Director.

 

Since both the directors have interest in the proposed resolutions, how can the board make the appointment?

Should the appointment be made at EGM?

 

Please advise what can be done when there is no quorum in such matters?

Replies (4)

Yes in your case appointments will be done in EGM. Since, your Board is intreste and they can act for calling an EGM and in that EGM you can appoint MD.

Regards

Shilpa 

Thank you Madam for your prompt response.

 

I have a further query. In such a case, what should we do about filling the date of board resolution (in form MR-1)? I mean, are the Board required/empowered to appoint themselves as KMP after obtaining consent in EGM?

The Board Meeting will be fixed but since your Board is interested so they cannot resolve the matter of appointment of Directors.

But on the date of BM  the matter will be proposed for approval of Board Members in following order.

1. Chairman of the Meeting.

2. Appointment of MD/WTD.

    (However, this matter will not be resolved.)

3. To fix the Date,Time and Day of EGM for appointing MD/WTD

   So in MR-1 you can attach BR for fixing the EGM and in that resolution above the ""RESOLVED THAT part you can add naration that since your Board was intrested so appointment of MD will be proposed to be pass with the approval of Members and for this purpose EGM is fixed  

 

Shilpa

Thanks a lot!!

Leave a Reply

Your are not logged in . Please login to post replies

Click here to Login / Register  

Company
ARTICLESHIP 07 October 2026
Article Assistant

Malhotra Rajesh & Associates

New Delhi

B.Com

View Details
Company
05 October 2026
Senior Accountant

Vision IT Peripherals Pvt Ltd

Mumbai

B.Com

View Details
Company
ARTICLESHIP 07 October 2026
Article assistant

S.K.Bajpai & Co.

Noida

B.Com

View Details
Company
30 October 2026
Asst Manager Accounts

Goodwin Pumps India Pvt Ltd

Chengalpattu

CA Inter

View Details
Company
ARTICLESHIP 28 October 2026
Article assistants

Shyam S Gupta and Company

New Delhi

CA Inter

View Details
Company
19 October 2026
Accountants/Articles (Freshers/Experienced)

ADY & CO.

New Delhi

Graduate (Any)

View Details
Company
07 October 2026
Senior Account Manager

Amplio Invest

Mumbai

M.Com

View Details
Company
31 October 2026
Accountants

sankaran and krishnan

New Delhi

B.Com

View Details