Self Employed
1034 Points
Joined December 2008
Dear Members
I am reproducing the query raised by Priya Sharma for our convenience and better understanding.
"We are redesignationg one of the directors of our Co(Pvt. Co.). as MD by a Board Resolution, so in this case we are filing form 32 and form 23, so should we attach notice to form 23?"
As per the above query it appears that the resolution is being approved by the Board of Directors and not by Shareholders of the company. For private companies there is no requirement to obtain approval of members in respect of appointment of MD / WTD.
The company being a private limited company has to file File 32 and Form 23 with ROC in respect of appointment of MD. In my opinion it is enough if the "CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTION" is attached with Form 23 being filed with ROC. The question of attaching Notice and Explanatory Statement does not arise since the resolutions are approved by the Board.
Further for private limited companies Section 173 is exempted. As such there is no requirement to attach Explanatory Statement to Notice convening the AGM / EGM. However in regular practice most private companies are attaching explanatory statement. The companies which do not want to attach explanatory statement can add a note in the Notice stating the exemption given under the provisions of the Act and Articles of Association.
Further views are solicited
with regards
Muralidharan