Facts / query on section 196 & 197 of companies act.

Please comment on below :

FACTS :

1. Ours is a Private Limited Company.

2. We have two Whole Time Directors.

3. They retire by rotation in the AGM in accordance with provision of retirement by rotation in the Articles of Association (1/3rd ).

4. One of them is retiring by rotation in Sept, 2014 AGM.

5. We understand from new Sections 196 & 197 of Companies Act, 2013 that appointment and remuneration payable to Whole Time Directors are required to be approved by the Board and Shareholders effective from 01.04.2014.

Query :

1. We understand that Section 196 & 197 of Companies Act, 2013 is not applicable for Private Ltd., Companies, hence, the existing retirement of rotation and re-appointment of Whole Time Director in the AGM can suffice the compliance of Current Law.

2. Alternatively, if Section 196 & 197 of Companies Act, 2013 are applicable from 01.04.2014 for Pvt. Ltd. Company also, then do we take approval of shareholders to re-appoint both Whole Time Directors at the first General Meeting after 1st April, 2014, together with their remuneration which can be for a maximum period of 5 years and then no retirement by rotation takes place, as the Articles are superseded by statute.In such case, does the other non-executive directors continue to retire by rotation as per existing Articles of Association.

   Look forward to your views in the matter.