Appointment of MD and ED

CA VINAY BANSAL (In job with KPMG) (289 Points)
Replied 01 June 2010

MD cannot be appointed through circular resoultion.................only in Board Meeting.

J. Manivannan (Advocate & IP) (242 Points)
Replied 01 June 2010

Case-1

Form-23 need to be filed before April 30, 2010 and Form-25C need to be filed before June 27, 2010 (i.e. 90 days to be computed from the date of resolution passed by the Board of Directors).

As per Form-25C serial No.8 “Date of Resolution, if any passed by the shareholders approving the appointment.” Hence, Shareholders’ resolution is not mandatory to file Form-25C.

Case -2

The same procedure to be followed as mentioned in case-1 for the appointment of Whole-Time Director. In addition to Form-32 should be filed within 30 days for the date of appointment.

Note: we presume that your company is not a loss making Company. However, the appointment and remuneration shall be subject to approval by a resolution of the shareholders in General Meeting.

J. Manivannan (Advocate & IP) (242 Points)
Replied 01 June 2010

Dear Vinay,

Section 292 is not applicable for reappointment of Managing Diretor. Please clarify why the MD cannot be appointed through Circular Resolution.

1 Like

vivek (CS) (751 Points)
Replied 01 June 2010

appointment can be done through circulation and in case of MD board must have ppointed eitrher a director as MD or appoint him as additional director and then by a seperate resolution appoint him as MD and file Form 23 & 32 within 30 days of appointment i.e. 28 April in this case. and file Form 25C within 90 days of appointment. In second case only Form 23 will not be required to be filed rest procedure will remain same.

plz correct if i m wrong

thanks

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 01 June 2010

Case 1:

Form-23 has to be filed u/s 192(4)(c) within 30 days of appointment – i.e. by April 27, 2010.

According to me you have to file form 23 again if the re-appointment is in accordance with schedule XIII and approved by shareholders through special resolution. Here section 192(4)(a) will be applicable.

Regarding form 25C I would advise you to first check the form and then paste your query. Form 25C is all about board resolution. Mandatory attachment of form 25C is copy of BR.

Case 2:

ED for me is Executive director====then form 23 and 25C??????????? Properly elaborate the case.

Thanks

1 Like

CS Snehal (Compliance Manager) (346 Points)
Replied 02 June 2010

Dear All,

MD's resolution is subject to shareholders approval but is an Ordinary Resolution.

ED = Executive Director but he is a wholetime Director.

Now please clarify.

Amit Periwal (cs) (41 Points)
Replied 02 June 2010

Originally posted by : VINAY BANSAL
	MD cannot be appointed through circular resoultion.................only in Board Meeting.

Hello ,

As per the Companies Act MD can be appointed in Board Meeting but that has to be approved by Members or share holders in General Meeting after that Form 23 and 25 has to be filled.

This is very common practice in case of newly set up Public Co.

AMBRISH JULKA (Managing Partner) (21 Points)
Replied 02 June 2010

Dear all,

CASE 1

1. YES, the appointment can be made by Circular Resolution.

2. form 23 is requried to be filed within 30 days i.e by 28 April.

3. form 25C is required to be filed within 90 days of the Board Meeting.

4. No. fresh form 23 is required to be filed after the EGM.

5. No. the Shareholders resolutin is not mandatory to be attached to Form 25C. ( See form 25C).

CASE 2

Case 2:

1. File Form 32 and form 25C NO requriement to file Form 23. See Section 192

filing of form 32 should be completed within 30 days of appointment in the Board Meeitng. and Form 25 C should be filed within 90 days of Board Meeting.

No, Copy of the Shreholders resolution is not mandatory to be filed with Form 25C.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 02 June 2010

If in re-appointment of MD special resolution is not involved for remuneration etc no need to file form-23 again as part III of schedule XIII is about ordinary resolution.

For WTD also form-23 is not required at all except special resolution is passed under schedule XIII for higher remuneration etc. Only form 32 and 25C required.

Thanks