As
per Section 2(54) managing director means a director who, by virtue of the
articles of a company or an agreement with the company or a resolution passed
in its general meeting, or by its Board of Directors, is entrusted with
substantial powers of management of the affairs of the company and includes a
director occupying the position of managing director, by whatever name called.
per Section 2(54) managing director means a director who, by virtue of the
articles of a company or an agreement with the company or a resolution passed
in its general meeting, or by its Board of Directors, is entrusted with
substantial powers of management of the affairs of the company and includes a
director occupying the position of managing director, by whatever name called.
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As
per the provisions of Section 196(4) of Companies Act, 2013 Subject to the
provisions of section 197 and Schedule V, a managing director, whole-time director
or manager shall be appointed and the terms and conditions of such appointment and
remuneration payable be approved by the Board of Directors at a meeting which
shall be subject to approval by a resolution at the next general meeting of the
company and by the Central Government in case such appointment is at variance
to the conditions specified in that Schedule, Provided that a notice convening
Board or General Meeting for considering such appointment shall include the
terms and conditions of such appointment, remuneration payable and such other
matters including interest, of a director or directors in such appointments, if
any:
per the provisions of Section 196(4) of Companies Act, 2013 Subject to the
provisions of section 197 and Schedule V, a managing director, whole-time director
or manager shall be appointed and the terms and conditions of such appointment and
remuneration payable be approved by the Board of Directors at a meeting which
shall be subject to approval by a resolution at the next general meeting of the
company and by the Central Government in case such appointment is at variance
to the conditions specified in that Schedule, Provided that a notice convening
Board or General Meeting for considering such appointment shall include the
terms and conditions of such appointment, remuneration payable and such other
matters including interest, of a director or directors in such appointments, if
any:
Stepwise Procedure For Appointment
of Managing Director
Step 1:Approval of the Board |
Hold
a board meeting to
1. Get the approval of board for appointment of Managing
Director. 2. Approve the terms and conditions on which the
3. Fix the date, time, and venue of the General Meeting
to get the shareholder’s approval by way of ordinary/special resolution. |
|
Step 2
:
Filling of DIR-12, MGT-14 and MR-1
|
After
passing Board Resolution following forms required to be filed with ROC
1. DIR-12 within 30 days from the date of passing board
resolution.
2. MGT-14 within 30 days from the date of passing board
resolution.
3. MR-1 within 60 days from the date of passing board
resolution. |
|
Step 3
:
Call General Meeting
|
Issue
notice of General Meeting. The notice must be given at least 21 clear days before AGM. If the notice is to be sent by post two days excluded and the date of AGM and date of posting are also required to be excluded while calculating these 21 days. |
Step 4 :Approval of Shareholders |
Hold
General Meeting to pass the necessary Ordinary/Special Resolution for appointment of Managing Director. |
|
Step 5
:
Filing of Special Resolution
with ROC in MGT-14 |
The
special resolution passed at the General Meeting needs to be filed with the Registrar in Form MGT-14 within 30 days of passing the special resolution. |
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