Dude,
If the resolution says "Subject to approval of shareholders", then Extra Ordinary General Meeting (EGM) should be conducted.
This is in general as it is for Private Limited Company.
In this case meeting has tyo be held and form 23 would be required as it is not mentioned anywhere that appointment of wtd in a pvt co. need not file form.
Regards,
dear priya,
1. check the provisions in articles of association of the company. whether AOA requires appointment of wtd to be approved by members? if the AOA does not have such provisions, then as per companies act, u need not mention "subject to approval of shareholders" in board resolution and then u need not have to take EGM.
2. @ form 23: going strictly by the words of sec 192, u need not have to file the form 23 if the wtd is not a managing director. but u can voluntarily file it.
regds,
sangram
9422622828.
CAclubindia
