Appointment of MD who already Director??

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kulvinder singh (Querist)
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17 June 2011 1. In Pvt Co, a director who is only signatory in co(means only this director have Digital signature)has been proposed for appoint as MD. Board Resolution has been certified by other Director who is also authorized to submit Form 32 in ROC bt he has not digital signature. Can director who has appointed MD can signed digitally FORM 32 himself???

2. IS there hereby need to File Form 25C and Form 23(as it is pvt co)??

ADITI BIDASARIA

ADITI BIDASARIA (Expert)
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17 June 2011 Form 25C is not required to be filed, since it is a pvt Ltd. Company, and Schedule XIII is not applicable to the pvt. Ltd. Company.

But Form 23 is required to be filed u/s 192(4)(c) of the Companies Act, 1956, which states that (c) any resolution of the Board of directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;should be filed to ROC in Form 23.

Regarding Issue of Digital Signature, I think, if MD is not authorised to submit Form 32, he cannot sign the Form.The form should be signed by the director who is authorised on behalf of the Board to submit the Form.
or u can also authorise the MD to submit the Form On behalf of the Company and to file the form with ROC with his DSC.

You can just give authorisation to two directors ( including one MD with and/or), to file form with ROC.

So, it will be technically correct.

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