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appointment of whole time director in public ltd co

Shridhi Jain (Company Secretary) (1678 Points)

26 July 2010

There are four directors in a public ltd company who are now to be re-appointed as whole time directors. The salary is in accordance with Sch XIII but approval of remuneration committee is required but CG approval is not required.

Kindly tell me the procedure to appoint them as whole time directors of the company.

Thnx...

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21 Replies

vivek (CS) (751 Points)
Replied 26 July 2010

U need to adopt below procedure:-

1. Check the Articles of Association of the company provide for provision.

2. Call a Board Meeting & pass resolution for appointment of the whole time director & in fix up the date, time, place and agenda for calling a general Meeting.

3. Issue notices at least twenty one days before the date of the meeting with suitable Explanatory Statement and hold the General Meeting, and pass the Ordinary Resolution.

4. File a certified true copy of the resolution of the Board or agreement executed and the Ordinary Resolution appointing the whole time director with the concerned Registrar of Companies Form No.23 within thirty days of the passing or making thereof, after paying the requisite fee as prescribed under Schedule X to the Companies Act, 1956.

5. File Form No.32 in with the concerned Registrar of companies within thirty days of the appointment, after paying the requisite fee as prescribed under Schedule X to the companies Act, 1956.

6. Make necessary entries in the Register of Directors’ Particulars etc.

7. File Form 25C within 90 days of appointment

Regards,

1 Like

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 26 July 2010

As per my knowledge only Form 25C is required to be filed within 90 days as there is re-appointment of WTD and section 192 specifically speaks about MD and not WTD.

1 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 26 July 2010

Good Job Vivek Ji.

Form 25C is very much required.

However according to me form 23 is not required as far as appointment of WTD is concerned. However if remuneration is hitting the highest scale metioned by sch. XIII then only form 23 is required coz highest remuneration involves passing of SR.

Thanks

1 Like

vivek (CS) (751 Points)
Replied 26 July 2010

Thnx Ankur Sir, i agree no need to File F-23.

Regards,

ars (CS) (445 Points)
Replied 26 July 2010

In case of re-appointment with C.G. approval, form 32 need to be filed?

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 26 July 2010

Originally posted by : ars
	In case of re-appointment with C.G. approval, form 32 need to be filed?

YES

You have to file form 32. Thanks

(Guest)

Originally posted by : Ankur Garg
	Good Job Vivek Ji. Form 25C is very much required. However according to me form 23 is not required as far as appointment of WTD is concerned. However if remuneration is hitting the highest scale metioned by sch. XIII then only form 23 is required coz highest remuneration involves passing of SR. Thanks

ars (CS) (445 Points)
Replied 27 July 2010

thanx.

but could u tell me that f/32 to be filed within 30 days of AGM or the actual appointment date of the whole time director.

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 27 July 2010

in case of re-appointment of WTD theirs no need to file form 32 as there is no change in the Board.

regards,

Jagruti (CS) (Service) (1953 Points)
Replied 27 July 2010

Form 32 need to be filed otherwise he will automatically cease to be WTD.

Form 32 need to be filed within 30 days of appointment date and not AGM date.

1 Like

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 27 July 2010

form 32 is to be filed if he is being appointed and not re-appointed. In case of re-appointment there is no change in board.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 27 July 2010

Originally posted by : Rakesh Dhanuka
	form 32 is to be filed if he is being appointed and not re-appointed. In case of re-appointment there is no change in board.

Dear Sir,

Very much agree with your general observation.

But here i'd like to submit that keeping in view the explanation attached with section 269 which talks about "Appointment includes re-appointment" filing of form-32 is very much desired in this case.

You are humbly requested to guide us further.

Thanks & Regards

Rakesh Dhanuka (Company Secretary) (478 Points)
Replied 27 July 2010

Agree with you sir that as per explanation to section 269 
"Appointment includes re-appointment" but section 269 (2) tells for 
filing return of appointment, and for that form 25C needs to be filed with ROC
and not form 32.