Appointment of md in private co.

This query is : Open

Querist : Anonymous

Querist : Anonymous (Querist)

30 March 2016 I have a query that if a pvt. co. desires to appoint one of their director as MD and their are only two directors in it and themselves are the only shareholders of that co. and the relation between them is of husband and wife then what are the prov. apply in that case meaning thereby is the second director is automatically interested in his appoint.. does the resolution that the director is interested in his appoint. is sufficient then who will pass the said resolution of appointment.

2; if the remuneration is at variance to schedule V then we have to follow the provisions as contained u/s 197 or we dont need to check the prov. of remunerarion as co. is a pvt. co.
3. the appointing director is also a director of another co. then can he withdraw a small amt. let say of rs.10000/- from that another co.? what are the prov. plz clear me.

thanks in advance

CS Divesh Goyal

CS Divesh Goyal (Expert)
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30 March 2016 My observations on your query:

1. In case of private limited Company you can designate Director as KMP by passing of circular Resolution. Second Option you can pass the resolution by Ordinary Resolution in General Meeting.
Because in case of private Limited Company interested director only effect the Board Meeting.

2. In case of private limited Company Section 197 not applicable. So you can pay any amount of Remuneration.

3. Yes he can receive little remuneration from other comapny as part time director.

Message likes : 1 times

Querist : Anonymous

Querist : Anonymous (Querist)

30 March 2016 So did u mean, first i should conduct a BM in which pass resolution for appointment of MD and a resolution to the effect that the director is interested in the capacity of appointing director's wife and thus can participate in the meeting as per the exception to the section 184(2) of CA,2013 and after that the ratification should be done by passing an OR in next GM as per the provisions contained u/s 196(4) of CA,2013.

Thanks in advance.

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Querist : Anonymous

Querist : Anonymous (Querist)

31 March 2016 Plz rply..it's urgent..

Thanks