Remuneration to whole time director

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Anju (Querist)
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21 February 2014 Kindly reply the following questions:-
What is the procedure for Reqppointment of a Whole Time Director in a Public Limited Company?
What are the ROC Forms required to be file at the time of reappointment of Whole Time Director?
Whether a whole time director can withdraw different remuneration each year during his tenure as a whole time director?

SHAKTI JINDAL

SHAKTI JINDAL (Expert)
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22 February 2014 The procedure for appointment and forms to be filed with ROC are as follows:-

1. Consider the appointment (or reappointment, as the case may be) in a Board Meeting. Also convene a General Meeting for obtaining shareholders’ approval.
2. In case the re-appointment is not in accordance with Schedule XIII, approval of Central Government is to be obtained (Form 25A to be filed).
3. In case appointment is in accordance with Part I & II of Schedule XIII, Form 25C shall have to be filed with ROC within 90 days from the date of appointment.
4. Approval of shareholders is required to be obtained in accordance with Part III of Schedule XIII.
5. An abstract of the terms of the appointment shall also be circulated to the members within 21 days in terms of Section 302 of the Companies Act, 1956.

Further, the WTD can withdraw different remuneration each year during his tenure as a WTD. However, the same shall have to be provided for in the resolution appointing him as WTD and which shall also contain the details of his remuneration and other terms and conditions of his appointment.

Anju

Anju (Querist)
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22 February 2014 Thanks for prompt reply.........

You want to say that we have to specify in the resolution that in each year how much he will withdraw as remuneration.......

It means we cannot fix a limit that upto this limit he can withdraw any amount....

SHAKTI JINDAL

SHAKTI JINDAL (Expert)
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22 February 2014 Withdrawal of remuneration cannot be kept open. Remuneration has to be fixed for every year. For example, for salary, grade and increases every year may be defined.

Anju

Anju (Querist)
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22 February 2014 Thank you ..........

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