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Managing Director Re-appointment

sreevisalam (Director) (113 Points)

24 August 2010  

Dear Sir/madam,

 

Managing Director Re-appointment ROC E-Filing due date (Date of Filing) of in Form Nos. 23, 25C and 32?  pls. clarify

regards

Ram


 5 Replies

Kiran Toshniwal (Practicing Company Secretary)   (142 Points)
Replied 24 August 2010

 

Hi,

1.      Form 23- within 30 days of passing the resolution

2.      Form 25C-within 90 days from the date of appointment.

3.      No need to file form 32 in case of reappointment of MD.

Jagruti (CS) (Service) (1948 Points)
Replied 24 August 2010

Agreed with Kiran. But Form 32 need to be filed again as reappointment is considered as Fresh appointment only

sreevisalam (Director) (113 Points)
Replied 25 August 2010

sir thanks your immediate response

Ajay Mishra (Company Secretary) (74302 Points)
Replied 25 August 2010

Dear Friend

 

If you re-appointed your MD through Board read with Schedule XIII without CG approval you must follow the following procedure;

 

  1. File Form 23 within 30 days of appointment with ROC.
  2. Fill SRN  of Form 23 in Form 25C. There is no need to file Form 25A.
  3. File 25C within 90 days from the date of appointment.

 

Regards

CS Ajay Mishra

Kiran Toshniwal (Practicing Company Secretary)   (142 Points)
Replied 07 September 2010

Previously posted by Mr. Ankur Garg in CAclubindia:

 

Re-appointment of Managing Director in a public company can be done by board meeting resolution subject to the approval of shareholders in a General Meeting.

For example if the term of your Managing Director expires on 31.03.2010 there is no need to worry at all. Simply pass a board resolution before 31.03.2010 subject to the approval of members in the general meeting and confirm the appointment in next General Meeting held immediately after his/her appointment by the board.

File all the necessary ROC forms (form 23 and form 25C) from the date of board resolution. Nothing is to be filed after General Meeting for confirmation as far as re-appointment of Managing Director is concerned.

Remember one thing retrospective re-appointment of Managing Director is not possible due to section 317 hence passing of Board Resolution subject to the approval of members before 31.03.2010 is mandatory.

As per DCA clarification the above practice is very much possible. Find below the extract of DCA clarification:

As per circular number 2/94 dated 10 February 1994— Managing Director may initially be appointed by a board resolution subject to the approval of members in the general meeting and such approval may be obtained in the first general meeting of the company held immediately after his appointment by the board.

E-form filing with ROC:

1. Form-25C/25A, as the case may be, under section 269 within 90 days from the date of passing of board resolution.

2. Form-23 under section 192(4)(c) within 30 days of passing board resolution.

Form-32 is not required in case of re-appointment of Managing Director as there is no change composition in board of directors involved.


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