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re-appointment of MD

Mamta Batra (CS) (376 Points)

11 July 2009

can anyone provide me the procedure for reappointment of MD as per schedule XIII?

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17858 Points)
Replied 11 July 2009

Dear Mamta Ji,

As the appointment / reappointment is as per Schedule XIII there is no requirement of the Central Government approval.

Simply pass Special Resolution in the General Meeting of the Company for the reappointment of MD.File form no. 23 within 30 days form the date of such resolution. Then file form 25C within 90 days from the date of such appointment.

Under section 192, the resolution for the reappointment of MD required registration by way of filing form 23 whether there is Special Resolution, Ordinary Resolutino or Borad Resolution. As MD may also be reappointed by the Board of Directors.

There is no need to file form 32 as there is no change in the office of directors.

Mamta Batra (CS) (376 Points)
Replied 13 July 2009

I need the Format of Board Resolution for re-appointment of MD as per Schedule - XIII.

The Company has 1MD and 2 other Director

what will be the limit of remuneration to the Managing Director?

Ajay Mishra (Company Secretary) (74342 Points)
Replied 13 July 2009

Please find enclosed draft board resolution of re-appointmtnt of MD.

Best Regards

Attached File : 0 board resolution md.doc downloaded: 392 times

Mamta Batra (CS) (376 Points)
Replied 14 July 2009

What is the exact meaning of adequate profit under schedule XIII

Ankur Garg (Company Secretary and Compliance Officer) (114783 Points)
Replied 14 July 2009

Lets discuss in a simple way:

Suppose in a financial year your profit are: Rs. 10,00,00,000

Remuneration of M.D. is Rs. 50,00,000 i.e. 5%. Till now everything is fine.

============================================

Now suppose in the next financial year profit fall to Rs. 8,00,00,000.

and remuneration remain the same i.e. Rs. 50,00,000. Now % of remuneration will automatically increase to 6.25%.

This is called inadequate profit as far as remuneration provisions are concerned.

On the contrary if you are able to maintain your profits say Rs. 10,00,00,000 or more then there will be no situation of inadequate profit as far as remuneration provisions are concerned.

However the same is my personal understanding about adequate/inadequate profit as far as remuneration provisions are concerned.

Regards

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