managing director

in case of pvt co. u can simply appoint managing director in Board Meeting... File DIR 12 and MGT 14 to ROC.

only a director of company can be appointed as Managing Director.. do take care

1- Convey Board Meeting and pass resolution in that mentioned the terms & conditions of appointment and remuneration of MD
2- Notice to shareholders to convey GM in that notice mentioned remuneration, tenure & terms and conditions of appointment. 
3- In GM pass Ordinary Resolution
4- Before that you need to check whether he/she is not disqualified to become MD along with Schedule V also 
5- If he is appointed as per schedule V no need to get Central Government approval otherwise you should get CG approval if appointed not as per schedule V. 
6- File form MR-1 within 60 days from passing Ordinary resolution in GM
7- MR-2 for getting approval of CG is appointed not as per schedule V file. 
8- If CG or ordinary resolution is not passed for appointment he should vacate his office when company communicate to him otherwise he should be liable to pay 5K per day until he vacate his office. 

He is asking for appointment of MD in Private Company.. as per notification dated 05.06.2015 there is no need to comply 196(4) and (5).. therefore there is no need to take approval of shareholders and filing of MR 1.

Yes in case of private company 196(4) & 196(5) are exempted while appointment of MD.