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Wtd in pvt co.

Priya (trainee) (64 Points)

25 March 2013

Please Reply :

A Pvt Company has appointed a WTD and a giving remuneration him. Further, in

its resolution to the Board Meeting it has mentioned the term ' subject to the

approval of the Share holders"

Now please clarify me that

1) Being Pvt Co if it has mention the approval of shareholder, do it require to

hold a genral meeting for it.

2) Further, in both the cases do it require to file 23?

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3 Replies

Shankar BA(Hons) (CS) (278 Points)
Replied 25 March 2013

Dude,

If the resolution says "Subject to approval of shareholders", then Extra Ordinary General Meeting (EGM) should be conducted.

This is in general as it is for Private Limited Company.

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Aditya Soni (CS Final Student Trainee) (727 Points)
Replied 25 March 2013

In this case meeting has tyo be held and form 23 would be required as it is not mentioned anywhere that appointment of wtd in a pvt co. need not file form.

Regards,

sangram ghatge (company secretary in practice) (198 Points)
Replied 26 March 2013

dear priya,

1. check the provisions in articles of association of the company. whether AOA requires appointment of wtd to be approved by members? if the AOA does not have such provisions, then as per companies act, u need not mention "subject to approval of shareholders" in board resolution and then u need not have to take EGM.

2. @ form 23: going strictly by the words of sec 192, u need not have to file the form 23 if the wtd is not a managing director. but u can voluntarily file it.

regds,

sangram

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