Process for appointment of managerial personnel

Twitter: @DiveshGoyal04 WhatsApp: 8130757966 FB: csdiveshgoyal@gmail.com Gmail Id: csdiveshgoyal@gmail.com 1 DIVESH GOYAL Mob: +918130757966 Practicing Company Secretary csdiveshgoyal@gmail.com GOYAL DIVESH& ASSOCIATES In continuation of article No . . . . . . . Mandatory Appointment of Managerial Personnel: It is mandatory for the below mentioned companies t o appoint Managerial Personnel: 1. All Listed Companies 2. Every Public Company having a Paid-Up Share Capital of Rs. 10 Crore (Ten crore rupees) or more Exemption to Private Companies: As per Law, there is no compulsion for Private Comp any to appoint MD, WTD and Manager. As per Act Private Company can continue working wit hout MD, WTD and manager throughout the life of company. But if Private comp any appoints any Managerial Personnel willingly. Then company requires to follow Section: 196 of CA-2013. APPOINTMENT OF MANAGERIAL PERSONNEL: As per exemption Notification dated: June 5, 2015 provisions of section 196(4) and 196(5) are not applicable on Private Lim ited Companies. Because of Exemption following provisions are not a pplicable on Private Limited Companies:  Overall managerial remuneration (197)  Schedule V  Approval of Shareholders  Central Government Approval  Filing of e-form MR-1 1PROCESS: A. Appointment of Existing Director as Managerial Pers onnel Steps Time Frame Particular Detail of Provisions Dox/Form involved I. 0 Calling of Board Meeting Director will call for the Meeting of Board of Directors - Notice of BM - Agenda - Notes to Agenda - Draft Resolution 1 Term of Managerial Personnel will be 5 year in cas e of all Companies. Private Limited Company Series- 123 Twitter: @DiveshGoyal04 WhatsApp: 8130757966 FB: csdiveshgoyal@gmail.com Gmail Id: csdiveshgoyal@gmail.com 2 II. 0-8 Receiving of Documents from Person - Obtain MBP-1 from the Directors. - III. 8 Holding of Board Meeting - Approve the Draft agreement or the terms and conditions on which the MD is proposed to be appointed. - Pass Board Resolution for designation of Director as MD/WTD/Manager - Authorize any director of the Company to file forms with the Company - Certified true copy of Resolution - Agreement - Appointment Letter - IV. 23 Circulation of Draft Minutes Company will circulate the copy of draft minutes to all the directors of the Company for their Comments. - V. 30 Comments of Directors If Company receives any comments of the Directors on the Draft minutes then incorporate the same in the Minutes. - VI. 38 Filing of e- form MGT-14 File certified true copy of resolution with the concerned ROC within 30 days of passing of Resolution. DIR-12 File certified true copy of resolution with the concerned ROC within 30 days of passing of Resolution. Get the minutes Signed from the Chairman of the Meeting and get the signed minutes Certified from director authorized for the same. - B. Appointment of New Director as Managerial Personnel Twitter: @DiveshGoyal04 WhatsApp: 8130757966 FB: csdiveshgoyal@gmail.com Gmail Id: csdiveshgoyal@gmail.com 3 Steps Time Frame Particular Detail of Provisions Dox /Form involved I. 0 Calling of Board Meeting Director will call for the Meeting of Board of Directors - Notice of BM - Agenda - Notes to Agenda - Draft Resolution II. 0-8 Receiving of Documents from concerned Person Obtain the following from the Proposed person. - MBP-1 (Interests) - DIR-2 (Consent) - DIR-8 (Non-disqualification) III. 8 Holding of Board Meeting - Pass Board Resolution for appointment of additional Director. - Pass Board Resolution to designate additional Director as MD/WTD/Manager. - Approve the Draft agreement or the terms and conditions on which the MD is proposed to be appointed. - Authorize any director of the Company to file forms with the Company - Certified true copy of both Resolution - Agreement - Appointment Letter IV. 23 Circulation of Draft Minutes Company will circulate the copy of draft minutes to all the directors of the Company for their Comments. V. 30 Comments of Directors If Company receives any comments of the Directors on the Draft minutes then incorporate the same in the Minutes. VI. 38 Filing of e- form MGT-14 File certified true copy of resolution with the concerned ROC within 30 days of passing of Resolution. DIR-12 (Appoint as AD) File certified true copy of resolution with the concerned Twitter: @DiveshGoyal04 WhatsApp: 8130757966 FB: csdiveshgoyal@gmail.com Gmail Id: csdiveshgoyal@gmail.com 4 ROC within 30 days of passing of Resolution. DIR-12 (Designate as MD/WTD/Manager) File certified true copy of resolution with the concerned ROC within 30 days of passing of Resolution. Get the minutes Signed from the Chairman of the Meeting and get the signed minutes Certified from director authorized for the same. VII. Subsequent General Meeting VIII. 0 Notice of General Meeting Directors will call the meeting of Shareholders. - Notice of GM - Route Map - Explanatory Statement - Attendance Slip IX. 23 Holding of General Meeting - Pass ordinary resolution for regularization of Additional director as continue Director. - Forms Important Note for Private Limited Company: