Managing Director Appointment

[Logitha S]

Dear Friends,   I am in the process of appointing M.D. who is a foreigner and residing in india. Since violating Schedule XIII Part 1 (e) - Central Govt approval needed. I plan to follow following steps:   1. File form 32 for appointment as additional director (supported by board resolution and consent letter)   2. File form 32 for appointment as Managing Director (supported by board resolution)   3. File form 23 for MD appointment (supported by Board resolution)   4. Apply in form 25A for Central Government Approval within 90 days of date of appointment (as per section 269(3).   5. Confirm the appointment in ensuing EGM/AGM for appointment as Director - File form 32 for change in designation to director (supported by extract of AGM)   By following aforementioned steps -  I will appoint as additional director (File Form 32)  I wil redesignate from additional director to MD (File Form 32)  Since he is additional director at AGM his appointment should be regularised redesignate MD to Director (File Form 32) Again ratifying appointment as MD in AGM  redesignate Director to MD( File Form 32)   My query is whether this is a correct procedure and whether MCA will accept so many Form 32 or some other way possible.   Kindly suggest me.   Regards S. Logitha Company Secretary

[INDRANI SANKA]

Hi,

Before appointing him as MD check the following:

-  if your articles permit your directors/ members to appoint
-  this section is not applicable to a Pvt co. guess yours is a public co.
-  to appoint a person as MD he should be a director as said by you, a director can be appointed only in the agm. So currently you can appoint him as the additional director and file form 32 now.
- in the AGM appoint him as the Director and then as the MD and file form 23 for special resolution and form 32 for change in designation.
- file form 25A for CG approval.

so totally two form 32.

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Thanks,

Indrani

[Logitha S]

Dear Madam,   Thanks for ur feedback.   Articles silent about this and ours is a Pub. Ltd. I have to appoint him immediately as M.D. since he is in office.  what is the solution? Usually when we want to appoint somebody as M.D. who is not the director of the company we cant wait till AGM. What to do?     Regards S. Logitha --- On Tue, 24/1/12, INDRANI SANKA <indran...@gmail.com> wrote:

[INDRANI SANKA]

Hi,

Guess it is possible:

You can first appoint him as an additional director in the BM and then conduct an EGM to appoint him as the MD and file the respective forms accordingly.

Please note to reappoint him in the forthcoming agm.

others views are invited.