Dhwani Fatehpuria (Company Secretary) (30 Points)
21 April 2015Dear All,
In a given case, an existing non executive Director is appointed as a Managing Director in a Board Meeting, subject to the approval of the members. Are the provisions of candidature as setforth by section 160 of the Companies Act 2013, applicable to his ratification of appointment in the ensuing General Meeting? The subject company is a Private Limited Company and its AOA does not specify anything about directors to retire by rotation.
Thanks in advance
ACS Dhwani Fatehpuria
P C Agrawal
(Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad)
(8229 Points)
Replied 22 April 2015
Yes, Section 160 is applicable to private companies also.
Dhwani Fatehpuria
(Company Secretary)
(30 Points)
Replied 22 April 2015
Yes Sir..i agree with you..but i need clarity on the situation when an existing non-executive director of a Private Company who has been appointed as MD in the Board Meeting and now whose appointment will be ratified in the ensuing GM, shall comply with section 160 of the Act.
Regards
Dhwani
ankita agrawal
(article student)
(133 Points)
Replied 23 April 2015
P C Agrawal
(Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad)
(8229 Points)
Replied 23 April 2015
If the director was earlier appointed in general meeting and now he is being appointed as MD, then Sec.160 may not be applicable. However, if the director was appointed by the Board as additional director and now he is being appointed as MD, then Sec.160 will apply.
Dhwani Fatehpuria
(Company Secretary)
(30 Points)
Replied 23 April 2015
Dear Sir...that is the point where I am having a difference in opinion. if a person was already a non-executive director of a private limited company and when he is being appointed in a general meeting as a Managing Director, shouldnt he propose his candidature since there is a change in his office?
Regards
Dhwani
CAclubindia
