Form 23 and agreement.

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ars (Querist)
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08 February 2013 Appointment of WTD u/s 198, 269,309,310 of CA'56 requires form 23 to be filed after his appointment.

query:

1. it is to be filed after the board mg. where his appt. is made and the draft sevice agreement was approved? OR

2. It is to be filed after the P.Ballot or GM ?

3. If answer to 1 is yes then should the agreement be attached? or to be attached to form to be filed after approval of the members?

4. What if the C.G. approves his appt. and remuneration differently.?

Ajay Mishra

Ajay Mishra (Expert)
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08 February 2013 Hi

As per section 192 of the Companies Act, 1956, no need to file Form-23 for the appointment of WTD. Form-23 is required only for appointment of MD under section 192 of the Companies Act,1956.

Ajay Mishra

Ajay Mishra (Expert)
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08 February 2013 You only file Form-25C and Form-32 with ROC. If the appointment is not made in accordance with Schedule XIII, then file Form-25A.

ars

ars (Querist)
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12 February 2013 thank you,

The proposed appt. of WTD is under the provisions of Sch. XIII and subject to the CG approval, hence, is to be passed by a special resolution. Sec. 192 categorically provide that all sp. res. need to be filed by F/23.

My query is whether I have to file after board meeting or after postal ballot? and with or without agreement?
F/25C does not require any agreement to be filed with it.

Ajay Mishra

Ajay Mishra (Expert)
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12 February 2013 Hi

Firstly confirm, whether you appoint him by schedule XIII or by CG approval ?

ars

ars (Querist)
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13 February 2013
the board will appointment him as WTD, by executing the agreement on the same date. consent of the Appointment by the members u/s . 269 etc. with sch. XIII is scheduled by postal ballot. result of which will be declared after stipulated time, which certainly will be more than 30 days of the b.meeting and the date of execution of agreement, hence i need to file F/23 attaching agreement.

Pl. also note that the proposed remuneration is beyond the limit of the sch. XIII and hence will be referred to CG. Approval u/s. XIII is mainly because of treating it as the minimum remuneration in the event of the loss / inadequacy of the profit.

Request to provide feedback on a query that need i file form 23 for his appt. after the announcement of the result, since it is special res. i.e. filing of F/23 required twice, in this case??

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