Appointment of MD
This query is : Resolved
Querist : Anonymous
Querist :
Anonymous
(Querist)
28 October 2010
Hi,
Please guide me the process of appointment of MD in Pvt. Ltd. Co. if the person is already director in that company.
Which type of resolution is passed ?
Which meeting will be held ?
What all Forms are required to be filed with RoC ?
Please guide me the process of appointment of MD in Pvt. Ltd. Co. if the person is already director in that company.
Which type of resolution is passed ?
Which meeting will be held ?
What all Forms are required to be filed with RoC ?
28 October 2010
Managing Director(MD)is required to be appointed as per provisions of the Articles of Asscoiation in case of Private Company.
If the Articles authorises the Board to appoint the person as MD, then pass the Board resolution and file Form 32 and 23 within 30 days.
If the Articles authorises the Board to appoint the person as MD, then pass the Board resolution and file Form 32 and 23 within 30 days.
Querist : Anonymous
Querist :
Anonymous
(Querist)
28 October 2010
Thanks Vanita,
Please clear me what will be attachment with Form 23, only a board resolution is sufficient ?
Please clear me what will be attachment with Form 23, only a board resolution is sufficient ?
28 October 2010
PROCEDURE FOR APPOINTMENT OF WTD/MANAGING DIRECTOR
1. Aboard Meeting shall be convened to decide on the proposal to appoint a particular person as a managing director and also decide provisionally the terms and conditions of the appointment including the remuneration if any, payable to the managing director.
2. The Board decide whether the remuneration payable to MD would be by way of monthly payment or at a specified percentage of the net profit of the company or partly by the one way or partly by the other.
3. A copy of the Board Resolution regarding the appointment should be filed with the ROC in Form-23 within 30 days from the date of passing of such resolution.{ Section 192(1) read with Section 195(4)(c)}.
4. If the appointment is in conformity with the provision of Schedule XIII, a return in Form-25 C must be filed with in 90 days from the appointment with ROC.
5. If the appointment is not in conformity with the procedures of Schedule XIII, approval of the Central Government is required, in the following manner:
a. before any application is made by the company to CG, there shall be issued by or on behalf of the company a general notice to all members indicating the nature of the application proposed to be made.
b. The notice is to be published at least once in a regional language newspaper and once in an English newspaper circulating in the district where the registered office of the company is situated. {Section 640B}.
c. An application shall be made to CG in Form-25A within 90 days from the date of appointment, together with the fee as per Companies (Fee on Applications) Rules, 1999.
d. A copy of the application along with all document (except fees) shall also be forwarded to the ROC.
e. In case the appointment is made without remuneration, CG approval’s will still be necessary if the appointment falls outside the provisions of Part I of Schedule XIII.
6. The appointment and remuneration payable to MD require approval of the Shareholders by Ordinary Resolution.{Clause I of Part III of Schedule XIII}.
7. The terms and conditions of the appointment of MD should be incorporated in an agreement executed by him with the company.
8. An abstract of the terms of agreement for the appointment of the MD should be sent to every member of the company within 21 days of entering into agreement.
Best Regards
1. Aboard Meeting shall be convened to decide on the proposal to appoint a particular person as a managing director and also decide provisionally the terms and conditions of the appointment including the remuneration if any, payable to the managing director.
2. The Board decide whether the remuneration payable to MD would be by way of monthly payment or at a specified percentage of the net profit of the company or partly by the one way or partly by the other.
3. A copy of the Board Resolution regarding the appointment should be filed with the ROC in Form-23 within 30 days from the date of passing of such resolution.{ Section 192(1) read with Section 195(4)(c)}.
4. If the appointment is in conformity with the provision of Schedule XIII, a return in Form-25 C must be filed with in 90 days from the appointment with ROC.
5. If the appointment is not in conformity with the procedures of Schedule XIII, approval of the Central Government is required, in the following manner:
a. before any application is made by the company to CG, there shall be issued by or on behalf of the company a general notice to all members indicating the nature of the application proposed to be made.
b. The notice is to be published at least once in a regional language newspaper and once in an English newspaper circulating in the district where the registered office of the company is situated. {Section 640B}.
c. An application shall be made to CG in Form-25A within 90 days from the date of appointment, together with the fee as per Companies (Fee on Applications) Rules, 1999.
d. A copy of the application along with all document (except fees) shall also be forwarded to the ROC.
e. In case the appointment is made without remuneration, CG approval’s will still be necessary if the appointment falls outside the provisions of Part I of Schedule XIII.
6. The appointment and remuneration payable to MD require approval of the Shareholders by Ordinary Resolution.{Clause I of Part III of Schedule XIII}.
7. The terms and conditions of the appointment of MD should be incorporated in an agreement executed by him with the company.
8. An abstract of the terms of agreement for the appointment of the MD should be sent to every member of the company within 21 days of entering into agreement.
Best Regards
28 October 2010
Hi
You can File Form 23 with attachment of Board Resolution for appointment of MD which explaining terms and conditions of appointment.
Regards
You can File Form 23 with attachment of Board Resolution for appointment of MD which explaining terms and conditions of appointment.
Regards
29 October 2010
Section 269 and schedule XIII is not applicable to your private company.
Simply pass a board resolution for appointment and file form 23 and form 32 within 30 days of board meeting.
Regards
Simply pass a board resolution for appointment and file form 23 and form 32 within 30 days of board meeting.
Regards
You need to be the querist or approved CAclub expert to take part in this query .
Click here to login now
Click here to login now
Similar Resolved Queries
Unanswered Queries
- REGARDING GST ON COMMERICIAL PROPERTY
- Is this income indian or foreign income?
- 15ca /15cb whose income tax login? remitter or nri seller's login?
- RCM applicability on Rent Paid by Registered Person to Unregistered Landlord for Residental Building
- ITC temporary reversal and reclaim
- Regarding Documentation & Compliances for Opening of Unit of Pvt Ltd.
- GST on export of services and Input Credit
- TDS U/S. 194NF
- Applicable TDS rate for sale of property in Nov 2024
- RCM INVOICING FROM NOV-2024
- IGST Credit-Show cause notice issued-confusion
- Issue of gst e invoice
- How to adjusted advances given or receipt
- Foreign vendor without PAN unable to to register due to non receipt of OTP on foreign number ?
- 133(6) DIN INVALID format error - ->WHERE TO REPLY 133(6) notice?
- Query for dubts
- Regarding einvoice taken on nil rated sales
- Strategical investment in Public listed company
- CASE INTIMATION OF LIABILITY UNDER SECTION 73(5)(Rule 142(1A)
- Need to correct "Whether it is last installment " response in Form 26 QB
Trending Online Classes
CAclubindia
