Requirement on Appointment of Managing Director

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joginder (Querist)
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22 February 2010 hello friends,

I have some doubts regarding reappointment of Managing Director. Kindly Provide solution if know:-

Note:- My company is a public ltd. company and it does not fulfill the requirement of sch-XIII. (Loss making company and a default is also made timely payment to a bank)

1 Whether i have to file form 23 and form 25C in case of reappointment also.
Suppose i did not comply the provisions what are its consequences.

2 Can my company continue to give remuneration on reappointment of Managing director whereas it does not comply the provision of Sch. XIII.

3 One of director is rotational retiring director. Whether special resolution in this case also is required or just ordinary resolution is sufficient.

waiting for reply

Ankur Garg

Ankur Garg (Expert)
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22 February 2010 Hello,

1. Yes. In case of re-appointment also you have to file form-23 and 25C.
Form 23 is required to be filed u/s 192(4)(c).

2. No

3. If you are talking about re-appointment of rotational retiring director as an ordinary director then ordinary resolution is sufficient.

Regards

Rasesh

Rasesh (Expert)
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22 February 2010 Please understand this is a serious matter. Remuneration to MD without complying with the provisions of the ACt will have serious repurcussions not only on the Company but also on the individual director.

joginder

joginder (Querist)
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22 February 2010 Ankur Ji,

Kindly light on this matter also:-

In case of reappointment of managing director what provisions will applicable on their remuneration.
Whether company continue to give same remuneration as to previous remuneration given or in case of REAPPOINTMENT ALSO SCHEDULE XIII WILL BE APPLICABLE.

Please note my COMPANY DOES NOT COMPLY THE PROVISION OF SCHEDULE XIII CLAUSE REGARDING REMUNERATION AND ON REAPPOINTMENT OF MANAGING DIRECTOR WE ARE PAYING REMUNERATION BY PASSING ONLY A RESUOUTION.

IS OUR TREATMENT CORRECT.

IF NOT WHAT IS RIGHT PROCESS.

PLEASE HELP IT IS URGENT MATER.

Ankur Garg

Ankur Garg (Expert)
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22 February 2010 Your treatment is not correct.

I would like to draw your kind attention towards the explanation given at the end of section 269. This explanation says--appointment includes re-appointment.

it means re-appointment of MD/WTD is equal to appointment a fresh.

Regards

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