appointment of MD and chairman

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

24 November 2009 Mr x and Mr. y are the subsribers of the company and named as directors in the AOA.
Now Mr X is to be the Managing director and Mr. Y is to be the chairman of the company.
What resolutions need to be passed at the first Board meeting.

Rasesh

Rasesh (Expert)
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24 November 2009 You will need two seperate board resolutions. One appointing Mr. Y as the Chairman of the company for all the Board Meetings as well as the General Meetings.

Second Board Resolution appointing Mr. X as the Managing Director, which has to be later on confirmed by the members at the AGM.

Ankur Garg

Ankur Garg (Expert)
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25 November 2009 If you are a private company then you can appoint MD simply by passing Board resolution. In this case shareholders approval is not required. Reason being you are not governed by section 269 read with sch. XIII.

Regards

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Querist : Anonymous

Querist : Anonymous (Querist)

25 November 2009 Thanks a lot.... can u provide the resolution for the same

Ankur Garg

Ankur Garg (Expert)
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25 November 2009 RESOLVED THAT subject to approval of the central Government and pursuant to the provisions of Section 198,269,309,310,311 and read with Schedule XIII and other applicable provisions, if any, of the Companies Act 1956 as amended, the consent of the board be and is hereby accorded to the appointment of Mr. ____________, as Chairman & Managing Director of the Company for a period of 5 years with effect from________