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Re-Apointment of Chairman

Mitali Agarwal (Company Secretary) (638 Points)

18 June 2010

Hello Friends,

I would like to know that a director was appointed as Chairman of the Company for 5 years term expired on 31.3.10.

His status at the site is coming as Director.

Now he has been re-appointed as Chairman w.e.f 01.4.10 in Board Meeting.

In form 25C, his status will be filled as WTD? Whether is it correct? And i dont think so that status at the site willbe changed as WTD and it'l remain the same as Director.

Whether we should file form 32 for the purpose? But since there is no change in the designation how form 32 can be filed?

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7 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 June 2010

Hi,

As per my understanding Chairman is not a statutory position as far as ROC filing and form-32 is concerned so there is no need to worry about ROC records. But the designation of Chairman must be supported by a board resolution and board minutes.

Whenever you update the main designation like MD or WTD always use the term Chairman cum Managing Directors etc in board and GM resolution for re-appointment.

Revert if there is any doubt

Best Regards

Mitali Agarwal (Company Secretary) (638 Points)
Replied 18 June 2010

Thanks a lot Sir for ur reply.

Ya this way is correct to designate him as Chairman cum Whole time director.

But i think that at the time of his app. as Chairman, form 32 was not filed for change in designation from director to WTD as he is drawing remuneration.

Can a director draw remn. without being WTD?

(Guest)

Yes, Director can draw the Remuneration

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 18 June 2010

Originally posted by : Ankur Shah (PCS)
	Yes, Director can draw the Remuneration

Totally Agree.

Refer section 309(4) for a public company. For private company also yes subject to AOA.

Mitali Agarwal (Company Secretary) (638 Points)
Replied 19 June 2010

Thanks a lot for your replies.

It means that if we are re-appointing the Chairman (who is not the WTD), then no need to file Form 25C or any other Form with ROC.

Am I right?

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 19 June 2010

Yes you are right.

You know Mitali why are you getting confused bcoz you are reading remuneration provisions from the chairman point of views which is not correct. Remuneration provisions are drafted from MD, WTD or ordinary directors point of view.

To check the applicability of E-forms consider this:--- you are paying remuneration to whom---MD, WTD or ordinary directors.