Section 192 – Registration of certain Resolutions and Agreem

Resolutions 1578 views 4 replies

Haresh

self employed

45 Points Joined February 2009

Dear Members,

During the incorporation stage, Mr. XYZ and Mr. ABC were made first directors of the company for which Form 32 was filed with Registrar of Companies (RoC) along with Form 1A, Form 18 etc. as per the practice. The Articles of Association which was filed and registered with RoC had an inbuilt clause stating that Mr. XYZ will be the permanent Managing Director of the Company.

Now, since appointment of Mr. XYZ as permanent Managing Director of the Company was already incorporated in the Article, whether we need to register resolution of appointment of Mr. XYZ as Managing Director under Section 192 sub-section (1) read with sub-section 4(c) made in the first board meeting of the Directors held after 10 days of incorporation.

Please suggest the remedy.

Thanks and Regards,

Haresh Achantani

Replies (4)

Ankur Garg

Company Secretary and Compliance Officer

114788 Points Joined January 2009

According to me in your case appointment of MD is not correct. Inbuilt clause is nowhere recognized by company law especially for a public company. Presuming that you are a public company passing of specific resolution u/s 269 is must and you have to file form 23 u/s 192(4)(c).

Other opinions solicited

Haresh

self employed

45 Points Joined February 2009

Sorry, I forget to describe that the company in question is a private limited company.

Ankur Garg

Company Secretary and Compliance Officer

114788 Points Joined January 2009

Okay friend. Thanks for the info

So in a private company section 269 etc not applicable. In a private company also you have to pass a board resolution for the appointment of MD and have to file form 23 u/s 192(4)(c).

My final suggestion would be simply pass a board resolution for the appointment of MD and file form 23 within 30 days of passing board resolution and forget/don’t confuse yourself about MOA inbuilt provision.

Trust this suggestion would be of some help.

Thanks

Nihal Batra

DGM Accounts & Finance

33 Points Joined February 2010

Dear Mr. Ankur,

Please confirm whether filing of form 23 is necessary in case of "variation of the
terms of appointment, of a managing director" for Private Limited Company.