21 February 2014
Kindly reply the following questions:- What is the procedure for Reqppointment of a Whole Time Director in a Public Limited Company? What are the ROC Forms required to be file at the time of reappointment of Whole Time Director? Whether a whole time director can withdraw different remuneration each year during his tenure as a whole time director?
22 February 2014
The procedure for appointment and forms to be filed with ROC are as follows:-
1. Consider the appointment (or reappointment, as the case may be) in a Board Meeting. Also convene a General Meeting for obtaining shareholders’ approval. 2. In case the re-appointment is not in accordance with Schedule XIII, approval of Central Government is to be obtained (Form 25A to be filed). 3. In case appointment is in accordance with Part I & II of Schedule XIII, Form 25C shall have to be filed with ROC within 90 days from the date of appointment. 4. Approval of shareholders is required to be obtained in accordance with Part III of Schedule XIII. 5. An abstract of the terms of the appointment shall also be circulated to the members within 21 days in terms of Section 302 of the Companies Act, 1956.
Further, the WTD can withdraw different remuneration each year during his tenure as a WTD. However, the same shall have to be provided for in the resolution appointing him as WTD and which shall also contain the details of his remuneration and other terms and conditions of his appointment.
22 February 2014
Withdrawal of remuneration cannot be kept open. Remuneration has to be fixed for every year. For example, for salary, grade and increases every year may be defined.
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