Md appointment

as per my view first of all go through the AOA of the company, if there is any procedure then apply otherwise pass board resolution for appointment of MD and file form 32 with roc for change in designation

Yes.

Simply pass a board resolution in your private company for change in designation as MD. Also file form 23 and 32 within 30 days of board meeting.

Do not forget to regularize the appointment of additional director.

yes i agree

thanks and regards

Hi,

Consult your AOA.

Pass Board Resolution.

File form 23 and 32 with ROC in 30 days.

Also Confirm the appointment of MD in annual general meeting also.

Regards, Neha

Thanx to all for your valuable suggestions.

Regards,

Cs Ashwini

First check out your companies AOA pertaining to appointment of MD, follow procedure set out there, if AOA of your company is silent about appointment of MD, conduct board meeting and pass board resolution for change in designation from director to MD,

File form 32 and 23 with registrar of companies within 30 of days of change in designation, confirm the appointment of MD in forth coming AGM/EGM.

Originally posted by : Neha Jain
	If AOA is silent, then you have to alter your AOA first.

Neha Ji....express authorisation from AOA in this case is not required at all. Hance no need to alter AOA for appointing MD in a private company.

However consulting AOA for appointment procedure is fine.

Further AOA without MD appointment clause is a sign of a poorly drafter AOA.

Thanks

Originally posted by : Neha Jain
	Ankur, I guess its a good corporate practice to include clause for appointment of Md in AOA. Thats why i felt the necessity of altering AOA. Regards.

Totally agree… as a good corporate practice it is very much advisable to include clause for appointment of Md in AOA. That’s why in my previous reply I mentioned that “AOA without MD appointment clause is a sign of a poorly drafted AOA.”

But please guide me can we consider this clause for MD appointment as a mandatory one in a private company???

As I know that the appointment of MD is not mandatory in case of private company so there is no need to mention the clause in the AOA of the company,  although the company is mentioned the clause for MD in its AOA, it is a simple good practice.

Hi

If the provision of MD appointment is not applicable to a private limited company, and i think their is no need to insert Article specifically for MD appointment . If your management agree to mention the MD appointment Article in Article of Association, then you are free to insert Article.

My take is :

When we are appointing a person as MD in private limited company on which section 269 is not applicable then from where we will derive the power to appoint MD?

In case any section of companies act would have empowered us to appoint MD in private limited company or any section under which we are appointing a person as MD, then power given by AOA will not be as such required unless and until it is demand of respective section.

Hence in this case where neither we are appointing MD under the applicability of any section, it is mandatory (as per my interpretation) to have clause in AOA FROM WHERE WE CAN DERIVE POWER TO APPOINT MD (where no such power is given by specific section of companies act)

AOA GOVERNS INTERNAL MANAGEMENT OF COMPANY.

This is purely my analysis of situation.

Regards and thanks,

Neha