Re-Appointment of MD

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Shanmuga Priya (Querist)

19 October 2010 The term for Managing Director expires on 31.03.2010. He has to be reappointed for next 3 yrs from 01.04.2010. In this regard form 25C hs to be filed within 90days. The date of Board meeting is 16.08.2010 and date of AGM is 15.09.2010

The query is when the form 25C hs to be filed ie within 90 days from Board meeting or AGM or effective date of appointment.

CS Mitesh Mehta

CS Mitesh Mehta (Expert)

19 October 2010 e-Form 25C should be filed with in 90 days from the date on which the Board, regardless of the fact that the appointment is to take effect retrospectively or prospectively, passed a resolution.

Where, however, the appointment is made by the members of a company e.g. where the articles so provide, the return wil be filed within 90 days of the general meeting at which the appointment is made.

Para 8 of e-Form No. 25C accordingly requires to mention the date of the resolution passed by the Board of Directors and/or shareholders and to enclose a copy of the relevant resolution.

Once the form is filed in relation to the Board Resolution, there is no need for filing the form once again after the general meeting or the agreement entered into with the appointee.

Ajay Mishra

Ajay Mishra (Expert)

19 October 2010 Hi
A re-appointment cannot be made retrospectively. On the fact given, the re-appointment is invalid. As such the question of filing Form 25C and 32 would not arise.
Reason the tenure of MD is expire on 31.03.2010 and Board Meeting for re-appointment of MD is held on 16.08.2010, it means the company has no MD during from 01.04.2010 to 16.08.2010 and fresh re-appointment of MD retrospectively is not valid.

Regards

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