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appointment of whole time director in public ltd co


Shridhi Jain (Company Secretary)     26 July 2010

Shridhi Jain
Company Secretary 
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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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vivek (CS)     26 July 2010

vivek
CS 
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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,

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Rakesh Dhanuka (Company Secretary)     26 July 2010

Rakesh Dhanuka
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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.

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

Ankur Garg
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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

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vivek (CS)     26 July 2010

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

 

Regards, 

ars (CS)     26 July 2010

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

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

Ankur Garg
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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)     27 July 2010

ars
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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.

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Rakesh Dhanuka (Company Secretary)     27 July 2010

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

 

regards,


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