A company can seek approval from Central Government through 'MR-2' webform for approval of appointment of managing director or whole-time director or manager in certain special circumstances as mentioned in Schedule V of the Companies Act, 2013.
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Therefore, the appointment of a managing director or whole-time director or manager and the terms and conditions of such appointment and remuneration payable thereon must be first approved by the Board of directors at a meeting and then by an ordinary resolution passed at a general meeting of the company.
Subject: Your appointment as a Managing Director of the Company. Company for a term of _________ years with immediate effect/with effect from________________. General Meeting/ General Meeting to be held on or before _______________________. The other details of your appointment will be communicated to you soon.
What are the forms to be filed for adding a new director to a company? MGT-14 – Resolution passed in the general meeting regarding the appointment of the director. DIR-2 – Consent received by the proposed director to hold the position of a director in the company. DIR-12 – Particulars of appointment of the director.
(2) No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time: Provided that no re-appointment shall be made earlier than one year before the expiry of his term.
Within 30 days of the Board meeting, conduct a general meeting and approve the appointment of an Independent Director by way of special resolution. (Read regulation 25(2A) of SEBI LODR regulations, 2015). File necessary form (DIR-12) with the ROC along with the required documents and fees.
The procedure for the filing of DIR 12 is as mentioned below: Download the e-form DIR-12. Enter the Company Id. Enter Managing Director's Number and Particulars. Enter Contact Number and Details of Company's Managers, CFO, Secretary. Attach Documents. Attach Digital Signature and Submit the Form.
Penalties for Delayed Submission of Form DIR-12 30 to 60 days delay: The penalty incurred will be double the standard government fees. 60 to 90 days delay: The penalty increases to four times the government fees. Beyond 90 days delay: A significant penalty of ten times the government fees is applied.