Appointment of director as md in pvt ltd company

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

18 February 2012 Can a pvt ltd company appoint a Director as MD if it does not hav any provision for that in its AOA..

What different forms be needed to be filed for that...

CA Sumat Singhal

CA Sumat Singhal (Expert)
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18 February 2012 Appointment of MD in case of pvt companies
In case of pvt companies, appt. of MD is not mandatory under the Companies Act, 1956 unless it is subsidiary to a public ltd company.however pvt company can appoint in accordance with provisions of article and if AOA is silent in this matter AOA has to be altered in accordance with sec 31. Hope u wld referred s.269 of the said Act. Moreover, the column in e-form 23 which requires to fill in the section under which the resolution is passed along with refer section 192 it is specificaly mentioned that at the time of appointment or reappointment of MD in Company (note that section is also applicable to pvt comapny as it is not specificaly mentioned regarding non applicability or applicability to the public or subsidiary of public) non filing of form 23 in this case will be compoundable offence. u/s 192 certain resolutions are required to be registered that includes above case. Thus form 23 is required to be filled within 30 days and you may quote sec 192 in the form. The purpose of the form will be REGISTRATION OF RESOLUTION and the subject matter is APPOINTMENT OF MANAGING DIRECTOR along with it file form-32 with the option change in designation.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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18 February 2012 The DCA has clarified that Appointment of managing director under the provisions of articles of association is only one out of the five methods indicated in the Act. If , for instance, a managing director is appointed by a resolution of the board of directors, there is no need for the existence of any provision in the articles of association for such appointment.

Section 2(26) expressly authorizes the Board of directors to appoint a managing director without requiring to have a provision in the articles.

e-Forms to be filed with Registrar of Companies.

e-form 25C within 90 days from the date of passing Board resolution.

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CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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18 February 2012 Apart from e-Form 25C, file e-Form 32 within 30 days of appointment

Querist : Anonymous

Querist : Anonymous (Querist)

18 February 2012 THANKS ALOT MR. SUMAT..

THANKS TO MR. MITESH ALSO..

DEAR MITESH AS SAID BY MR. SUMAT, E-FORM 23
IS ALSO REQUIRED TO BE FILED U/S 192..

WHATS YOUR TAKE ON THIS????

CS Mitesh Mehta

CS Mitesh Mehta (Expert)
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18 February 2012 Yes Sorry i forgot that. e-Form 23 is also to be filed

Querist : Anonymous

Querist : Anonymous (Querist)

18 February 2012 Dear Mitesh, Thanks alot for sharing the useful information..

Mr. Sumat, thsnks to you also for sharing very useful info....