Re-appointment of Managing Director in a public company can be done by board meeting resolution subject to the approval of shareholders in a General Meeting.
For example if the term of your Managing Director expires on 31.03.2010 there is no need to worry at all. Simply pass a board resolution before 31.03.2010 subject to the approval of members in the general meeting and confirm the appointment in next General Meeting held immediately after his/her appointment by the board.
File all the necessary ROC forms (form 23 and form 25C) from the date of board resolution. Nothing is to be filed after General Meeting for confirmation as far as re-appointment of Managing Director is concerned.
Remember one thing retrospective re-appointment of Managing Director is not possible due to section 317 hence passing of Board Resolution subject to the approval of members before 31.03.2010 is mandatory.
As per DCA clarification the above practice is very much possible. Find below the extract of DCA clarification:
As per circular number 2/94 dated 10 February 1994— Managing Director may initially be appointed by a board resolution subject to the approval of members in the general meeting and such approval may be obtained in the first general meeting of the company held immediately after his appointment by the board.
E-form filing with ROC:
1. Form-25C/25A, as the case may be, under section 269 within 90 days from the date of passing of board resolution.
2. Form-23 under section 192(4)(c) within 30 days of passing board resolution.
Form-32 is not required in case of re-appointment of Managing Director as there is no change composition in board of directors involved.
suppose our company is a closely held public company. and our we are about to reappoint our md on a monthly remuneration of Rs. 4 Lacs and we are falling under the situation of Schedule XIII Part-II section-II (C) where special resolution is required for payment of remuneration.
in that case do i need to file TWO form-23 with the RoC, one for the board approval and one for payment of remuneration??