Appointment of MANAGING DIRECTOR

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SAHANA J N (Querist)
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27 November 2009 What is the procedure for appointing a Managing Director?

Whether Form 32 and Form 23 are to be filed with ROC?

In which circumstance we should file Form 25C and Form 25A?

Please explain me in detail.

Rasesh

Rasesh (Expert)
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27 November 2009 The normal procedure is:
1) Board Resolution appointing the person as MD and noting the agreement for appointment for MD
2) Filing Form 32 for Change in Directorship and Form 23 for agreement.
3) At the AGM, obtain members approval.
4) Within 90 days of appointment, file Form 25C.

Form 25A is required for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing or whole-time director(s) or manager and commission or remuneration or expression of opinion to directors.

Hence, filing of Form 25C or 25A would depend on case to case basis. However, in most cases the appointment are made within the limits laid down in schedule XIII and Section 249. In case, higher remuneration is paid during the year or in excess of the limits, then at the next AGM, members approval has to be taken for making application to the Central Government for approval to the excess payment and in that case Form 25A has to be filed.

Ankur Garg

Ankur Garg (Expert)
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27 November 2009 Plz go through the link below and download 2 imp files:

Handout_Remuneration of Managerial Personnel

https://www.caclubindia.com/share_files/files_display.asp?files_id=18527

Appointment of Managerial Personnel

https://www.caclubindia.com/share_files/files_display.asp?files_id=16712

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