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Managing director appointment

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)

15 February 2012

If a person had been appointed as Managing director since incorporation as the Article states that a particular person will be the managing director of the company in 2002. No proceeding have done there after. But now the company want to complete the annual filing from since 2002 to 2011. Now what will be the status of managing Director. Will there be need to file the form 25C for his appointment after every 5 year. Please clarify in detail.

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8 Replies

Rashi Tiwari (Company Secretary) (131 Points)
Replied 15 February 2012

In case of private limited company you dont need to file form 25C.

Rashi Tiwari (Company Secretary) (131 Points)
Replied 15 February 2012

In case of private limited company you dont need to file form 25C.

CS Rajveer Rai, Gurgaon (CS) (646 Points)
Replied 15 February 2012

if your company is a public company and having paid up more than 5 cr then you have to complte all formalities which seems very tedious work as its too long gap and two tenure have elapsed. you may go for compounding but if it is a pvt co. then dont show as md and file all annual forms

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 15 February 2012

The company has authorised as well as paid up capital of only Rs. 10 lakh. It means there is no need to file any form 25C. and wt about the status of managing director. As par signatory details its showing managing director as filed through DIN 3. So should it be changed. or what else should be done.

Also clarify in what case we have to file Form 25A

CS Rajveer Rai, Gurgaon (CS) (646 Points)
Replied 16 February 2012

better idea file form 32 for resignation aand appoint in next Board meeting which can be convened after two or three days

Jitendra Vyas (Commercial Officer) (178 Points)
Replied 16 February 2012

Please Follow section 269 of companies Act 1956 if there is pvt. ltd. section 269 is not applicable.

Ajay Mishra (Company Secretary) (74332 Points)
Replied 16 February 2012

Dear Mohi

If your company's article permit and you have passed the resolution for appointment of MD, then you should file forms in accordance with the provision of section 269 of the Companies Act, 1956. However, the provision will not apply to private company, unless it is subsidiaries of public company.

You can file 25C with ROC on payment of additional fee and there is no prosecution against not filing of 25C in time.

Regards

CS Ajay Mishra

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 16 February 2012

Section 269 of Companies Act is not applicable to Private Companies. Appointment of Managing Director or Whole Time Director or Manager is not mandatory in case of Private Companies. Private Company can appoint them according to provisions of Article of Association of the Company.

In your case , Form 32 for appointment of Managing Director must be filed at the time of incorporation of Company as his name appears on MOA of the Company.

You are required to file Form 23 under section 192 (4)(c).

Form 25C is not required to be filed as Section 269 is not applicable (Form 25C is filed under Section 269 of Companies Act by Public Company when appointment of MD, WTD and Manager is done according to Schedule XIII of Companies Act)

When Schedule XIII is not followed Form 25A is required to be filed to Central Government in case of Public Companies for approval of appointment or reappointment of Managing Director, Whole Time Director and Manager.

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