Appoinment of Managing Director of Private limited company

Page no : 2

ARUN KUMAR MAITRA (Practicing Company Secretary) (1016 Points)
Replied 02 June 2012

I agree with the comments of Shri S.K.Jain that in the case of a Pvt. Ltd. Company provisions of Sections 198,269,309 and schedule XIII are not applicable.It has been expressly provided in the Act. A Pvt. Ltd. Company can appoint three WTD ,subject to provisions in its AoA to appoint WTD.Even if a Director is appointed as MD, Form 32 is to be filed ,since there is a change in designation.

A.K.Maitra,M.Com,LL.B,A.C.A,A.C.S,M.I.M.A

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ARUN KUMAR MAITRA (Practicing Company Secretary) (1016 Points)
Replied 02 June 2012

An unlisted public company can appoint 3 WTD, subject to compliance with the provisions of Sections 198,269.309 and schedule XIII of the Companies. It need not have to seek approval of the Central Govt. but has to file Form23,32 and prescribed Return with the Central Govt. for their information.

A Pvt. Ltd. Company can also appoint a M.D. if there is provision in its AoA.

C.A. A.K.Maitra

Nishant Bhayana (article) (57 Points)
Replied 26 July 2012

any one provide the format of board meeting...

ARUN KUMAR MAITRA (Practicing Company Secretary) (1016 Points)
Replied 27 July 2012

I fully agree with the comments of S/Shri S.K.Jain and R.K.Nayak in the matter.

An Un-listed Public Ltd. Company may appoint three WTDs, subject to the provisions of its AoA to be read with the provisions of the Companies Act,1956..

anjali (service) (85 Points)
Replied 28 September 2012

in case of increase in salary of md of private company do we need to file form 23

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ARUN KUMAR MAITRA (Practicing Company Secretary) (1016 Points)
Replied 28 September 2012

Even if an existing director of a Pvt. Ltd. company is appointed as M.D.,Form 32 has to be filed .It is necessary to inform RoC about the change in designation of a director. Otherwise, RoC site will continue to show him as director and Annual report will show him as M.D.

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anjali (service) (85 Points)
Replied 28 September 2012

my query is that in year 2011 md is appointed in pvt company and in 2012 his salary is increased in bm . any form to be filed

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 29 September 2012

Dear Anjali ji,

Only form 23 is to be filed under section 192 of the Act.

Ajay Mishra (Company Secretary) (74342 Points)
Replied 29 September 2012

As per my understanding, the provisions of remunerations of Companies Act will not apply to private limited company and company's management to free to decide any remuneration subject to company's articles of association.

No need to file any form with ROC.