Eform 32

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Querist : Anonymous

Querist : Anonymous (Querist)

25 October 2013 RE-APPOINTMENT OF MR. A. JAIN :

Proposed by:
Seconded by:

The following ordinary resolution having been proposed and seconded by the aforesaid shareholders was taken up for consideration:

“RESOLVED THAT pursuant to the provisions of Section 198, 269, 309, 310, Schedule XIII and other applicable provisions of the Companies Act, 1956, (including any statutory modification or re-enactment thereof for the time being in force) the consent of the Company be and is hereby granted for re-appointment of Mr. A. Jain as the Managing Director of the Company, whose tenure of appointment is going to expire on 30th September, 2013 for a further period of three years w.e.f. 1st October, 2013 on the following terms and conditions :
a) Salary Rs. 50000/- per month ;
b) Company's Contribution to Provident Fund, Superannuation Fund or Annuity Fund as per the Rules of the Company to the extent these either singly or put together are not taxable under the Income Tax Act, 1961;
c) Gratuity payable at a rate of half month's salary for every completed year of service as per the rules of the Company;
d) Leave with full pay as per the Company's Rules including encashment of Leave at the end of the tenure;
e) Provision of car with driver and all running and maintenance expenses of the same for company’s business;
f) Provision of telephone / communication media at residence for Company’s business;
g) Leave Travel concession as per rules of company subject to a maximum of one month’s salary two times in a block of four years as per income tax rules.

RESOLVED FURTHER THAT Where in any financial year, the Company has no profits or its profits are inadequate, the said remuneration shall be paid as minimum remuneration in terms of the provisions of Schedule XIII of the Companies Act, 1956.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds and things and execute all such documents, instruments and writings as may be required to give effect to the aforesaid resolutions with the power to add, alter, vary and substitute all/any terms and conditions of the remuneration subject to the same not exceeding the limits of Schedule XIII, in such manner as the Board may deem fit and agreed to by Mr. A. Jain .”

On being put to vote by show of hands, the above Ordinary Resolution was carried out unanimously.
Question is- can i file e-form 32 in this case.

Ajay Mishra

Ajay Mishra (Expert)

25 October 2013 You will only file Form-25C and 23 and no need to file Form-32.

Querist : Anonymous

Querist : Anonymous (Querist)

25 October 2013 but my company's pcs saying to file e form 32 while we have already e form 32 for consent of wtd & md

Ajay Mishra

Ajay Mishra (Expert)

25 October 2013 Confirm, you are talking about re appointment of MD who is already MD in a company.

Querist : Anonymous

Querist : Anonymous (Querist)

25 October 2013 Yes Sir they are already md & wtd

Querist : Anonymous

Querist : Anonymous (Querist)

25 October 2013 yes sir, they are already appointed md/wtd.& again further reappointed for 3 year in this post.

Ajay Mishra

Ajay Mishra (Expert)

25 October 2013 You are confusing......

He is MD or WTD.

Ajay Mishra

Ajay Mishra (Expert)

25 October 2013 As per my understanding, Mr. A Jain is already a MD and you are re appointing as MD for the further period of 3 years.

In that case, Form-32 requirement will not happened because he is not changing his position. Only form 23 and 25C is required to be filed with ROC.

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