01 September 2010
The following are the steps involved in appointment of Mr. A as Managing Director in a Company who is not an Managing Director in any other Company:
1- Convene Board Meeting, appoint Mr. A as Additional Director and pass resolution for appointment as Managing Director (sample of resolution specified hereunder) and fix date and approve notice of General Meeting for passing ordinary resolution or special resolution, as the case may be (explained hereunder)
2- File Form 32 for app. as Additional Director (with his consent in case of public Company)
3- Issue notice along with explanatory statement (sample of exp. St. specified hereunder) at least 21 days before the Extra-Ordinary General Meeting/Annual General Meeting
4- Hold the General Meeting and appoint Mr. A as Director u/s 257 and appoint him as Managing Director by ordinary resolution (sample specified hereunder).
5- If the prospective Managing Director is of 18 yrs. or > 70 yrs. of age then appointment has to be approved by Special Resolution in General Meeting.
6- Ensure that appointment is in accordance with the provisions of Schedule XIII to the Companies Act, 1956 otherwise Central Government approval is required by making an application in Form 25A.
7- File Form 23 within 30 days of passing resolution for appointment even if ordinary resolution is passed (See Section 192)
8- File Form 32 within 30 days of app. for change in designation from Additional Director to Managing Director.
9- File Form 25C within 90 days of appointment
10- Make necessary entries in the Register of Directors
Querist :
Anonymous
Querist :
Anonymous
(Querist)
02 September 2010
thanks too much for yr reply
bt my query is that if a person who is already a director and we want to appoint him as a managing director in a company can it be done by simple board resolution with the consent of all director or there is a necessity to hold EGM.