Re-appointment of Managing Director in listed Company

form 23 is to be filed within 30 days of the GM

form 25C is to be filed within 90 days of the effective date of appointment. i.e if  his appointment is effective from 1.4.12 then 90 days thereafter.

since it is a listed co.- there has to be remuneration comm. under clause 49. however the requirement of sch. XIII is independent of other provisiions of the act and u have to have remuneration comm.

experts pl. comment.

Thanks for the revert.

To my knowledge, Under Clause 49 of the Listing Agreement, Formation of Remuneration Committee is non-mandatory and as such Clause 49 is not applicable to my Co. Therefore need clarification as to whether every payment of Remuneration to MD, is required to go thru Formation of Remuneration Committee even if the same is within limits of Sch XIII & without inadequacy of profits.

Hi,

Form 23  is required to be filed within 30 days of passing the Board Resolution for appointment or re-appointment of MD. [see Secction 192(4)(c)].

Form 25C is required to be filed within 90 days of effective date of appointment/ reappointment.

Regarding Remuneration Committee, if the Company has adequate profit, then there is no need to remuneration recommended by Remuneration Committee. if  the Profit is inadequate then the remuneration must be recommended by Remuneration Committee.

Thanks & Regards

Rajeev Nayak

Thanks for clarification on Remuneration Committee.

In case of Filing of Form 23. Wherein a BM resolution is passed, subject to approval of  shareholders in GM. In such a case, the Resolution can be filed in F. 23 only after shareholder's approval.The re-appointment authority is not solely with Board here and their approval is subjected to Shareholder's approval. So, I guess, the form should be filed with Shareholder's Spl. Reso. & not BM reso.

Views of other members solicitated.

Form 23 is to be filed with Board Resolution. Read section 192(4)(c)

Originally posted by : Shruti_D
	Thanks for clarification on Remuneration Committee. In case of Filing of Form 23. Wherein a BM resolution is passed, subject to approval of  shareholders in GM. In such a case, the Resolution can be filed in F. 23 only after shareholder's approval.The re-appointment authority is not solely with Board here and their approval is subjected to Shareholder's approval. So, I guess, the form should be filed with Shareholder's Spl. Reso. & not BM reso. Views of other members solicitated.

In that case too form 23 is to be filed within 30 days of the date of Board Meeting.

Originally posted by : Rajeev kumar Nayak
	Hi, Form 23  is required to be filed within 30 days of passing the Board Resolution for appointment or re-appointment of MD. [see Secction 192(4)(c)]. Form 25C is required to be filed within 90 days of effective date of appointment/ reappointment. Regarding Remuneration Committee, if the Company has adequate profit, then there is no need to remuneration recommended by Remuneration Committee. if  the Profit is inadequate then the remuneration must be recommended by Remuneration Committee.   Thanks & Regards Rajeev Nayak

Agree with the view of Rajeev, if the profits are inadequate, Schedule XIII would apply and according to schedule XIII, Remuneraiton Committee must approve the remuneration of the appointee managerial personal.

Moreover, compliance with section 302 of the Companies Act, 1956 has to be observed.

I woulld like to clarify that the requirement to file the form 23 with ROC is under Section 192 of Companies Act, 1956.

As per the provision of  Section 192(4)(c) of CA, 1956 in case of  any Board Resolution passed by the Board relating to the appointment, reappointment or renewal etc. of MD, form 23 is required to be filled within 30 days with ROC. This is compulsory even in case of the appointment or reappointment is subject to the approval of Shareholders.

Section 192(4)(c) is read as under:--

"any resolution of the Board of directors of a company or agreement executed by a company, relating to the appointment, re-appointment or renewal of the appointment, or variation of the terms of appointment, of a managing director;"