Reappointment of m.d.

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Querist : Anonymous

Querist : Anonymous (Querist)

22 April 2013 Ours is a pvt. ltd. company in which M.D. was appointed for 5 years and the same expired in the year 2012 and we have not passed any resolution for reappointment. Now we want to increase there remuneration what are the necessary forms or resolution that we are to file and whether we need to intimate it to ROC also.

Ankur Garg

Ankur Garg (Expert)
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22 April 2013 First understand a private company is not under compulsion to appoint MD and provisions of remuneration are not applicable to a private company.

So simply pass a board resolution in back date in 2012 for re-appointment of MD and file form 32 with late fee. Further being a private company you are free to increase remuneration of MD and there is no need to report the same to ROC.

Also check AOA provisions regarding remuneration to director.

Ankur

Querist : Anonymous

Querist : Anonymous (Querist)

22 April 2013 Thanks sir so for reappointment we need to file form 32 with the ROC only and simply pass resolution for increase in salary.

Aashok Kumar Sharma

Aashok Kumar Sharma

(Expert)
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20 July 2025 Actually, a small clarification:

For reappointment of a Director (including Executive Director), you do NOT file Form 32.
You file Form DIR-12 with the ROC to intimate the reappointment and changes like increase in salary.
Form 32 is only for the initial appointment of a director.

To sum up:
Pass the Board Resolution for recommending reappointment and approving salary increase.
Pass the Shareholders’ Resolution (in AGM/EGM) approving the reappointment and salary revision.
File Form DIR-12 with ROC within 30 days of reappointment.
Issue the appointment letter with revised terms to the Executive Director.

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