Appointment of whole time director

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Querist : Anonymous

Querist : Anonymous (Querist)

15 February 2013 I would like to know whether a Whole Time Director can be appointed without remuneration and what are the implications??

Ajay Mishra

Ajay Mishra (Expert)
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15 February 2013 Hi

Yes, you can appoint him without any remuneration. The Companies Act, 1956 does not have any restriction on that.

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Ajay Mishra

Ajay Mishra (Expert)
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15 February 2013 Hi

Procedure for Appointment of WTD Directors.

1. Call a Board Meeting for proposal of appointment of WTD .
2. Hold a Board Meeting for above purpose and call general meeting.
3. File Form-25C within 90 days from the date of appointment and Form-32 for change in Position as WTD.

4. Hold a General Meeting for passing of resolution under section 269 to appointment of WTD.
5. File Form-32, with ROC, of change in position of director attach certified copy of shareholders meeting. (you only mentioned in Form-32 as change in Position and designation will be WTD).
6. Take entry in Minutes.

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Querist : Anonymous

Querist : Anonymous (Querist)

19 February 2013 Thank you Mr.Ajay Mishra for your guidance

Querist : Anonymous

Querist : Anonymous (Querist)

19 February 2013 Mr. Ajay Mishra.... i still have a query related to the above.
Don't you think the ROC might object on this and may feel that the Company is paying remuneration in kind and may lead to further enquiries on this above matter?

Ajay Mishra

Ajay Mishra (Expert)
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19 February 2013 Hi

I have already appointed WTD without remuneration from last 6 years. No issue, you same mentioned in Form-25C.

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Querist : Anonymous

Querist : Anonymous (Querist)

27 February 2013 Ok. Thank you Mr. Ajay Mishra.

Ajay Mishra

Ajay Mishra (Expert)
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27 February 2013 My pleasure..................

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