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.
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(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.
The appointment can be made at the Annual General Meeting or an Extra-Ordinary General Meeting. All pertinent information for the procedure should be included in the notice for such a meeting, including the agenda for the appointment of the Director along with the consent letters and other necessary documents.
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.
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.
A company must file the following forms with the ROC to add a new director: 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.
Who appoints directors? Most commonly, directors are appointed by the shareholders at the Annual General Meeting (AGM), or in extreme circumstances, at an Extraordinary General Meeting (EGM). A resolution for the appointment is put to a vote, and passed if a majority of shares are voted in favour.
What is required for a person to be appointed as a director? The individual must consent in the prescribed form (Form 18) to be a director and certify that they are not disqualified from being appointed or holding office as a director.
To appoint a new company director, the prospective director should sign a letter of consent to act, after which you should (in your position as director) resolve to appoint that person to the board. Afterward, you must file form AP01 at Companies House.