• Companie Act 2013 - Private limited company

Good afternoon,

In a PRIVATE limited company and as per the Company's act 2013 :

in which meeting of shareholders the AOA and MOA have to be approved before registration 
With which majority ? simple majority ( more than 50) or 75%

what is the process of appointment and terms and conditions of Directors, including Managing Director. Are the appointment, terms and Remunerations of them to be approved by a meeting of shareholders.
With which majority.

Suppose that the Managing Director has terminated a first mandate.
What happens if the Managing Director continues and remunerate himself without any approval of the shareholders . What can I do as a 50% shareholder.

thank you.
Asked 2 years ago in Business Law from France
1) Sub-sections (4) and (5) of Section 196 of the 2013 Act deal with the procedure and approval requirements for appointment managing director, manager or whole-time director (“Managerial Personnel”) and requires companies to comply with the provisions of section 197 and Schedule V with respect to remuneration payable to Managerial Personnel.

2)  The provisions require approval of board at a meeting followed by approval of members in the next general meeting for appointment of Managerial Personnel. The company is also required to file return of appointment of Managerial Personnel within 60 days from the date of such appointment

3) the Notification  issued on 5th June 2015  exempts private companies from the applicability of sub-sections (4) and (5) of Section 196 of the 2013 Act.

4) With this exemption, private companies are set free from the following requirements with respect to appointment of Managerial Personnel:
Ajay Sethi
Advocate, Mumbai
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