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Form 25C

27 July 2010

Dear All,

A co. has increased salary of Whole-time Director. whether Form 25C is to be filed or not at the time of increase in salary?

Regards

Sarabjeet Kaur

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19 Replies

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

Yes

Form 25C is very much required to be filed for revision in the terms of remuneration. Kindly go through from 25C

Rgds

Sarabjeet Kaur (CS) (196 Points)
Replied 27 July 2010

Sir,

Plz clarify me about the effective date of appointment in Form 25C.

Date of Original Appointment is 1.12.2007

Date of Inc in Salary is 1.04.2010.

If we fill effective date of Appointment as 1.12.2007. The fee is calculated on the basis of 1.12.2007

One more question: we filed that Form 25C and ROC has not approve that form and marked it as pending for user clarification. As the effective date of appointment is less than the date of board resolution. Now what should be the solution

Regards

Sarabjeet kaur

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

Action taken by ROC is correct as appointment can not be with retrospective effect in the light of section 317. You have to pass the resolution in back date.

However increase or revision in remuneration can be with retrospective effect.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 27 July 2010

In my opinion, for only increase of salary form 25C is not needed. Becasue it is the return of appointment under Schedule XIII and when the appointment was made for a fixed term this form has already been filed.

Further, when we are going to increase the salary it only need to pass special resolution and file form 23. However, the salary must be within the limits of schedule XIII.

Further, in case of expiry of that period for which the innitial appintment was made and we are going to reappoint the managerial person on increased salary or not form 25 C is required to be filed.

Contrary views are most welcome.

Sarabjeet Kaur (CS) (196 Points)
Replied 28 July 2010

Dear Ankur Sir,

At the time of Appointment the Director( 1.12.2007) remuneration was fixed. but Company wants to increase the remuneration from 1.04.2010 and not from 2007.

How can we pass back dated resolution.

Nitin Grover (CS) (1228 Points)
Replied 28 July 2010

Dear Sarabjeet Kaur

No need for form 25 C if increased income does not croos the limit prescribed.

Regards

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 28 July 2010

Yes Mr. Kaur, i am not saying to pass resolution etc in 2007 i am talking about 2010.

However, my suggestion is to wait till december and with reappintment terms should be revised and form 23 and 25C is required to be filed.

Sarabjeet Kaur (CS) (196 Points)
Replied 28 July 2010

Sir,

Actually, Form 25C had been filed by us and now the form was marked as pending for user clarification and the error shown was the date of effective appointment was less than the date of board resolution. I mentioned in effective date of appointment as 1.12.2007 and date of board resolution (date of board resolution for increase in salary) as 30.03.2010.

I was also in the impression that Form 25C is to be filed for increase in salary that time.

But now plz tell me what should I do. Whether I should file addendum giving the clarification about the date of board resolution and date of appointment. or I should not file addendum and RoC will treat that form as invalid and not take on record, as mentioned in the mail from Roc.

Neha Gupta (PCS) (377 Points)
Replied 28 July 2010

Hi…

We don’t need to file form 25C for increase in remuneration of WTD of the company. If it goes beyond the limits as specified in schedule XIII and any of the conditions are not satisfied then we have to file Form 25A for this increase in remuneration of WTD and Central Government approval is required in that case then.

Regards

PCS Neha

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 28 July 2010

Ofcourse, terms must be within the limits pescribed under schedule XIII otherwise no return is required you have to seek Central Government Approval.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 28 July 2010

Dear Sarabjeet,

In my opinion you should not file any addendum then form 25C would not taken on record by the concerned ROC.

Then, show an EGM in april and pass a Special Resolution and clearly mention that the changed terms would effective w.e.f. 01/04/2010. and file fom 23.

This form would be approved.

Further, you have also to show a meeting of Remuneration Committee and approve the changed terms, subject to the approval of shareholders, and that meeting should be before the date of BM, if table 2 or 3 of schedule XIII applies.

Neha Gupta (PCS) (377 Points)
Replied 28 July 2010

Dear,

I think, you Better Attach a Letter explaining the Situation with From 67 and file the same to ROC because you are right here with dates...

Regards

PCS Neha

Sarabjeet Kaur (CS) (196 Points)
Replied 28 July 2010

Thank u all Members for their views....

Regards

Sarabjeet Kaur

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 28 July 2010

Originally posted by : Ankur Garg
	Action taken by ROC is correct as appointment can not be with retrospective effect in the light of section 317. You have to pass the resolution in back date. However increase or revision in remuneration can be with retrospective effect.