Managing director
This query is : Resolved
18 February 2012
I am incorporating a pvt ltd company . I want to appoint managing director directly by its article of association.Can anybody tell me the exact clause that i should put in article of association to appoint a managing director.
18 February 2012
The Board of Directors may, from time to time, appoint one or more of their body or any other person or persons as Managing Director or Joint Managing Director or Whole-time Director of the Company, by whatever name or designation as such, either for a fixed term or otherwise for such period as the Board think fit, and on such terms and conditions as they deem fit, and delegate such powers to him or them, as
may be thought proper and necessary by the Board, and may, from time to time, remove any or all of them from the office and appoint another or others in his or their places.
may be thought proper and necessary by the Board, and may, from time to time, remove any or all of them from the office and appoint another or others in his or their places.
18 February 2012
The Board of Directors may, from time to time, appoint one or more of their body or any other person or persons as Managing Director or Joint Managing Director or Whole-time Director of the Company, by whatever name or designation as such, either for a fixed term or otherwise for such period as the Board think fit, and on such terms and conditions as they deem fit, and delegate such powers to him or them, as
may be thought proper and necessary by the Board, and may, from time to time, remove any or all of them from the office and appoint another or others in his or their places.
may be thought proper and necessary by the Board, and may, from time to time, remove any or all of them from the office and appoint another or others in his or their places.
18 February 2012
Hi
Generally the Board of Director section of Articles of Association of the Company deal with appointment of directors.
Section 269 read with Schedule XIII of the Companies Act, deal with appointment of managing Director but the above provisions will not apply to private limited company unless it is subsidiary of public company.
Generally the Board of Director section of Articles of Association of the Company deal with appointment of directors.
Section 269 read with Schedule XIII of the Companies Act, deal with appointment of managing Director but the above provisions will not apply to private limited company unless it is subsidiary of public company.
18 February 2012
Hi
Generally Article of Association of Private Company does not have provision of appointment of Managing Director or Whole Time Director.
But if a company desire, they can insert such clause in its AOA.
Regards
Generally Article of Association of Private Company does not have provision of appointment of Managing Director or Whole Time Director.
But if a company desire, they can insert such clause in its AOA.
Regards
18 February 2012
As per my view To appoint a person as MD, he has to be a Director. So first you will have to appoint a person as Director then only he can be appointed as MD by following procedure:
Pass a Board Resolution for appointment.
File E-Form 23
File E-form 32
File E-Form 25C within 90 days of appointment..
Further for clarification it has been held that where a person ceases to be a Director he automatically ceases to be MD...
Pass a Board Resolution for appointment.
File E-Form 23
File E-form 32
File E-Form 25C within 90 days of appointment..
Further for clarification it has been held that where a person ceases to be a Director he automatically ceases to be MD...
Guest
Guest
(Expert)
18 February 2012
Form 25C is not filed in the case of private limited company.
20 February 2012
there is no harm in filing 25C in case of pvt ltd company.
Its nowhere mentioned that u are need not file 25C in case of pvt ltd company.
Its nowhere mentioned that u are need not file 25C in case of pvt ltd company.
20 February 2012
thanks friends but i wants to appoint mr X as managing director by inserting a clause in article of association directly.
I have inserted following clause(please rectify me if i am wrong):
MANAGING DIRECTORS
42. Subject to the provisions of these articles and the Act the Directors may from time to time appoint one or more of their body to be the managing Directors or the Managing Directors or the Managing Directors of the Company on such terms as they may deem proper, and may from time to time, subject to the provisions of any contract between the Company and him or them, remove or dismiss him or them from office and appoint another or other in his or there place or places.
43. The Managing Directors or Directors while continuing to hold office shall not be subject to retirement by rotation.
44. The remuneration of the Managing Director or Director shall, subject to the provisions of any contract with the Company in that behalf, be from time to time fixed by the Directors and may be by way of a fixed salary and / or commission and/or in any other mode and may be in addition to the remuneration for attendance at the Board meetings and any other remuneration which may be provided under any other clause.
45. The Managing Director, may, while he is absent from the place of duty or during such times as he may deem fit, appoint any other member of the Board to act in his place and in his stead and may delegate such of the powers to such person appointed as he may deem fit. Such appointee while he holds the office shall be entitled to notice of all meeting and to attend and to vote there at accordingly. Such appointee shall ispo- facto vacate his office when his appointer returns to the place or withdraws the powers delegated to him.
46. The Managing Directors shall have the authority to exercise all the powers, authorities and discretion’s by these presents express to be vested in the Director generally and which are not by the Act required to be exercised by the Board only at a meeting. All other Directors for time to time being of the Company shall be bound to conform to his direction in regard to the Company’s policy and business.
47. Subject to the aforesaid provision, the Managing Directors shall have power to enter into all such negotiations and contracts and rescind and vary all such contract and execute and do all such acts, deeds and things in the name and on behalf of the Company as he may consider expedient for or in relation to in other matters aforesaid or otherwise for the purposes of the Company.
48. Mr XYZ will be the First Managing Director of the Company and subject to the provisions of the Act and these articles he will hold his office untill he resigns and shall not retire by rotation.
I have inserted following clause(please rectify me if i am wrong):
MANAGING DIRECTORS
42. Subject to the provisions of these articles and the Act the Directors may from time to time appoint one or more of their body to be the managing Directors or the Managing Directors or the Managing Directors of the Company on such terms as they may deem proper, and may from time to time, subject to the provisions of any contract between the Company and him or them, remove or dismiss him or them from office and appoint another or other in his or there place or places.
43. The Managing Directors or Directors while continuing to hold office shall not be subject to retirement by rotation.
44. The remuneration of the Managing Director or Director shall, subject to the provisions of any contract with the Company in that behalf, be from time to time fixed by the Directors and may be by way of a fixed salary and / or commission and/or in any other mode and may be in addition to the remuneration for attendance at the Board meetings and any other remuneration which may be provided under any other clause.
45. The Managing Director, may, while he is absent from the place of duty or during such times as he may deem fit, appoint any other member of the Board to act in his place and in his stead and may delegate such of the powers to such person appointed as he may deem fit. Such appointee while he holds the office shall be entitled to notice of all meeting and to attend and to vote there at accordingly. Such appointee shall ispo- facto vacate his office when his appointer returns to the place or withdraws the powers delegated to him.
46. The Managing Directors shall have the authority to exercise all the powers, authorities and discretion’s by these presents express to be vested in the Director generally and which are not by the Act required to be exercised by the Board only at a meeting. All other Directors for time to time being of the Company shall be bound to conform to his direction in regard to the Company’s policy and business.
47. Subject to the aforesaid provision, the Managing Directors shall have power to enter into all such negotiations and contracts and rescind and vary all such contract and execute and do all such acts, deeds and things in the name and on behalf of the Company as he may consider expedient for or in relation to in other matters aforesaid or otherwise for the purposes of the Company.
48. Mr XYZ will be the First Managing Director of the Company and subject to the provisions of the Act and these articles he will hold his office untill he resigns and shall not retire by rotation.
20 February 2012
Hi
Its ok, you can enter such clause for Managing Director appointment clause in AOA. But in case of clause 48 as u mentioned, i will suggest you to delete the exact name of the Managing Director of the company, because, if in near future any other person is appoint as Managing Director, then you should also alter the AOA accordingly.
Regards
Its ok, you can enter such clause for Managing Director appointment clause in AOA. But in case of clause 48 as u mentioned, i will suggest you to delete the exact name of the Managing Director of the company, because, if in near future any other person is appoint as Managing Director, then you should also alter the AOA accordingly.
Regards
20 February 2012
Dear Ajay ji, A person needs to be a Director before he becomes MD.
then How it is possible????
plz clarify???
and also look into matter related to form 25C in case of pvt ltd company.
then How it is possible????
plz clarify???
and also look into matter related to form 25C in case of pvt ltd company.
Guest
Guest
(Expert)
20 February 2012
Jitendra Ji,
section 269 (2) requires filling of Form 25C which is applicable on public company and private company which is subsidiary of public company.
Hence by virtue of section 269 (2) private company is not required to file form 25C.
As per your interpretation there is no expressed intention not to file form 25 C for private company. Statute do not make expressed notation for those things which are implied to be interpreted.
Hope issue is now clear to you.
Thanks
section 269 (2) requires filling of Form 25C which is applicable on public company and private company which is subsidiary of public company.
Hence by virtue of section 269 (2) private company is not required to file form 25C.
As per your interpretation there is no expressed intention not to file form 25 C for private company. Statute do not make expressed notation for those things which are implied to be interpreted.
Hope issue is now clear to you.
Thanks
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