12 November 2009
Can you please tell me which section of the Companies Act governs appointment of a whole time director in an EGM of shareholders. Just appointment, and not remuneration and other things. Thank YOU
12 November 2009
Dear Ankur and Ravi, Section 269 talks only about A company that's either a public company or a private company which is a subsidiary company of a public company. For a private company, even a central govt approval is not required.
12 November 2009
Sir, It is for a private limited company and I'm sorry for not mentioning it in my original query. Does Sec 173 talk about it. There's a box in Form 23 that asks for the section of the companies act dealing with the purpose for which we are filing the same. Hence, this query.
12 November 2009
Appointment of whole time director in Pvt Company is not required as per Companies act. However, if u r appointing than u can appoint by Orinary resolution & thus no need to file Form 23. Even for Public Company, special resolution is not required if it is as per Schedule XIII.
12 November 2009
Dear Jages, I don't understand what you mean by 'not required'. And we cannot appoint by way of passing an ordinary resolution, as it falls within business to be transacted in EGM. So a special resolution is required. Ankur Saab, I'm awaiting your reply :)
12 November 2009
As section 269 is not applicable on your private company so you are not required to appoint WTD mandatorily.
However if you still want to appoint WTD then you can appoint WTD by simply passing board resolution and in that case no need to take shareholders approval by special or ordinary resolution.
Also no need to file form-23 in your case.
Form-23 is required to file if you pass any special resolution u/s 192 or perform any other business as mentioned in the list given u/s 192(4).
As your company is a private hence so many relexations are available.
If you still have any doubt then let me know through PM.
CAclubindia
