Mohamed Rashid T (11 Points)
21 June 2017Hi All,
What is the procedure for designating one of the 2 directors in a small private limited company as Managing Director?
What are the forms required to be filed with ROC and what attachements?
Mr. Vivarth Dosar
(Partner at SV Dosar & Associates Company Secretaries)
(163 Points)
Replied 21 June 2017
As per Section 196 of the Companies Act, 2013, any person, eligible to be appointed as Managing Director, may be appointed as Managing Director of the Company. Even a person already a director of the Company may be designated from a director to the Managing Director of the Company. In your case, a Small Company may appoint one of its directors as Managing Director of the Company be passing a Board Resolution to change his designation from director to Managing Director.
Further, Section 170(2) and Section 117(3)(c) requires the Company to file form DIR-12 and form MGT-14 with the concerned Registrar of Companies within 30 days of the date of appointment and from the date of passing of Board Resolution respectively.
DIR-12 Attachment:
Appointment Letter to act as Managing Director, Consent to act as Managing Director, Declaration in form DIR-2, Board Resolution and Interest in Other entities.
MGT-14 Attachment:
Board Resolution and Copy of Agreement, if any.
Mohamed Rashid T
(11 Points)
Replied 21 June 2017
Thank you sir,
If the Propossed MD is aged above 70 years, will the procedures change?
Mr. Vivarth Dosar
(Partner at SV Dosar & Associates Company Secretaries)
(163 Points)
Replied 21 June 2017
The proviso to Section 196(3)(a) of the Companies Act, 2013 itself provides that if a person having attained the age of 70 Years, the appointment shall be made by passing a Special Resolution by the shareholders stating the justification in the Explanatory Statement about such appointment as well, and Form MGT-14 shall be required to be filed having attachment of that Explanatory Statement stating the justification thereto.
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