Appointment of MD in private and public company

[Naveen Shree Pandey]

Dear all,

 

Can anybody provide me the breif procedure for appointment of MD in private and public company???

 

Do it is mandatory that a person shall be the director of the Company to be appointed as MD?

 

Can a new person or outsider become MD in a company who is not the Director of the Company???

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Thanks and Regards

 

Naveen Shree Pandey

 

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[kameswara Rao Kappagantula]

whtever may be the nature of the Company the person who is going to be appointed as MD should be a Director.

 

u cannot be named one as MD who is not a member of the Board.

 

Kamesh

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[balaram desina]

Dear Naveen,

 

Agree with Mr. Kamesh, a person to appoint as a MD, first he should be a director on the Board.

 

Check provisions of Section 269, 198, 309, 310 & 311 and Schedule XIII of the Companies Act, 1956 for appointing of MD in case of Public Company with Remuneration.

 

In case of Private Company all these provisions are not applicable.

 

Regards,

 

CS. D. Balaramakrishna

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Thanks & Regards

CS.D.Balaramakrishna

MBA,LLB,MA(HR),ACS
Asst. Company Secretary

Shalivahana Group

91-9959850156, 9393856235

 

 

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[sachin kumar]

Sir, please let me know where it is mentioned,person should be member of Board of Director, only then He may be apponted as a MD, please tell me, i m under doubt

On Thu, Feb 9, 2012 at 12:07 PM, kameswara Rao Kappagantula <svnsk...@gmail.com> wrote:

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Thanks & Regards

 Sachin Pyare

[kameswara Rao Kappagantula]

Read Section 2 (26)

 

Kamesh

[sachin kumar]

thanks, i read

[balaram desina]

Dear Sachin Kumar

 

Refer Secion 2 (26) of Companies Act, 1956:

 

"managing director" Means a director who, by virtue of an agreement with the company or of a resolution passed by the company in general meeting or by its Board of directors or, by virtue of its memorandum or articles of association, is entrusted with 2[substantial powers of management] which would not otherwise be exercisable by him, and includes a director occupying the position of a managing director, by whatever name called.

 

 

Regards,

 

CS. D. Balaramakrishna

On Thu, Feb 9, 2012 at 12:30 PM, sachin kumar <cssach...@gmail.com> wrote:

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[Naveen Shree Pandey]

Dear all,

 

I do agree but in procedure do i need to appoint an outsider as the Director and file form 32 then pass SR for appointment as MD and again file Form 32 for the change in designation and appoint him as MD????

 

Thanks

[sachin kumar]

thank u Sir, i got 

On Thu, Feb 9, 2012 at 12:39 PM, balaram desina <balara...@gmail.com> wrote:

[sachin kumar]

i think yes, if your co. is s public co, then you will have to to do same and also file Form 25-C, 32, get approval of CG. 

[balaram desina]

Yes, you need pass first resolution for his appointment as a Director then second resolution for change in desigantion as MD then file Form 32s and From 25C and Form 23

 

 

U need not take central government approval if you comply schedule XIII.

 

 

Regards,

 

CS. D. Balaramakrishna

[Naveen Shree Pandey]

Sir,

 

I agree with your point but the main point at which my doubt is existing that whether I am required to file two Form32 as one for appointment and second for changein designation..

 

I am clear that i need to pass two resolution for sure. Please clear about the form??

 

Thanks

[kameswara Rao Kappagantula]

which Company? private or Public

 

 

Kamesh

[balaram desina]

Dear Naveen,

 

You need to file two Form 32s. one form is for his appoinment and second form 32 is for change in designation as  MD.

 

 

CS. D. Balaram

[Naveen Shree Pandey]

Thank your sir and all other respeted members and colleagues......

>>>>>>> *Dear Sachin Kumar*
>>>>>>> **
>>>>>>> *Refer Secion 2 (26)* of Companies Act, 1956:
>>>>>>>
>>>>>>> "managing director" *Means a director* who, by virtue of an

>>>>>>>>>> *Thanks and Regards*
>>>>>>>>>>
>>>>>>>>>> *Naveen Shree Pandey*
>>>>>>>>>>
>>>>>>>>>> *Kindly consider the environment before printing this mail.*

>>>>>>>>> www.esnips.com/web/icsimysore
>>>>>>>>>
>>>>>>>>> You received this message as you are subscriber. To unsubscribe
>>>>>>>>> email to: csmysore-u...@googlegroups.com
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>>>>>>>>
>>>>>>>>
>>>>>>>>
>>>>>>>> --
>>>>>>>>
>>>>>>>> Thanks & Regards
>>>>>>>> Sachin Pyare
>>>>>>>>
>>>>>>>> --
>>>>>>>> Find eNewsletters of ICSI Mysore at:
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>>>>>>>
>>>>>>>
>>>>>>>
>>>>>>> --
>>>>>>> Thanks & Regards
>>>>>>>

>>>>>>> *CS*.D.Balaramakrishna

>>>>>>> MBA,LLB,MA(HR),ACS
>>>>>>> Asst. Company Secretary
>>>>>>> Shalivahana Group
>>>>>>> 91-9959850156, 9393856235
>>>>>>>
>>>>>>>
>>>>>>> This e-mail and any files transmitted with it are for the sole use of
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>>>>>>> information.
>>>>>>> If you are not the intended receipient, please contact the sendor by
>>>>>>> reply e-mail and destroy all copies of the original message.
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>>>>>>
>>>>>>
>>>>>>
>>>>>> --
>>>>>>
>>>>>> Thanks & Regards

>>>>>> Sachin Pyare
>>>>>>
>>>>>>
>>>>>
>>>>>
>>>>> --

>>>>>
>>>>> Thanks & Regards
>>>>> Sachin Pyare
>>>>>
>>>>> --
>>>>> Find eNewsletters of ICSI Mysore at:
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>>>>
>>>>
>>>>
>>>> --
>>>> Thanks & Regards
>>>>

>>>> *CS*.D.Balaramakrishna

>>>> MBA,LLB,MA(HR),ACS
>>>> Asst. Company Secretary
>>>> Shalivahana Group
>>>> 91-9959850156, 9393856235
>>>>
>>>>
>>>> This e-mail and any files transmitted with it are for the sole use of
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>>>> information.
>>>> If you are not the intended receipient, please contact the sendor by
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>>>
>>>
>>>
>>> --

>>> *Thanks and Regards*
>>>
>>> *Naveen Shree Pandey*
>>>
>>> *Kindly consider the environment before printing this mail.*

> *CS*.D.Balaramakrishna

> MBA,LLB,MA(HR),ACS
> Asst. Company Secretary
> Shalivahana Group
> 91-9959850156, 9393856235
>
>
> This e-mail and any files transmitted with it are for the sole use of the
> intended receipnt(s) and may contain confidential and privileged
> information.
> If you are not the intended receipient, please contact the sendor by reply
> e-mail and destroy all copies of the original message.
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>
> --
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*Thanks and Regards*

*Naveen Shree Pandey*

*Kindly consider the environment before printing this mail.*