Ad-Free CAclubindia and Daily Updates on your mobile. Subscribe Now!

Appointment of Managing Director

Neeta (Finance) (345 Points)

14 January 2010

Hello everyone

A private limited company , with no MD , wants go for conversion into Public company. Since the capital is proposed for above 5 crore , there needs an MD. My Queries ;

1. Does the Appointment of MD requires special resolution in case of a pvt co.The articles of Pvt co ask for only board approval??

2.Can anybody please provide me a draft resolution for the appointment.

3.what if i place the appointment of MD and conversion at the same EGM, effects ?

regards

neeta

Reply
Follow
Share

3 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 January 2010

1. For the apointment of MD in pvt co. passing of board resolution is enough as section 269 and sch XIII not applicable. So before conversion appoint MD by passing board resolution.

2. Resolution for appointment of MD

“RESOLVED THAT subject to Article _____of Article of Association of the company and other applicable provisions, if any, of the Companies Act 1956 as amended, the consent of the Board of directors of the company be and is hereby accorded to the appointment of Mr. _________, as Managing Director of the Company for a period of 5 years with effect from ________________.”

3. As per my suggestion complete the MD appointment proceedings before conversion proceedings.

Regards

Upgrade to CAclubindia Pro. Subscribe Now!

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 15 January 2010

Dear Neeta,

Mr. Ankur Garg is absolutely right, in fact MD may be appointed by way of BR in public companies also.

yes, you may appoint MD in the same EGM.

Neeta (Finance) (345 Points)
Replied 15 January 2010

Dear sirs

For conversion , the needs appoint a director , change in the designation of existing director( to MD ) , increasing the share capital , transfer of shares ,,

I think as suggested by you , the Appointment of MD and Director can go in the BM which proposes the EGM then rest all can go in the single EGM. Actually the dates of Director is limited since he is an NRI.

Also please tell me if there is any probs if i allot the increased share capital in the same EGM where the increased capital is approved. since Form 5 would be pending there. Or shud i go for transfer of Shares in the same EGM . this is to increase the number of memebrs to 7 .

regards

neeta