Re-appt of md/wtd

MCA 2429 views 5 replies

dipali shinde

company secretary

163 Points Joined February 2011

The tenure of Managing and Whole-time Director of a public listed company has expired on 31/03/2011. They have been reappointed w.e.f. 01/04/2011 in a Board Meeting held on 15/03/2011 subject to the approval of the shareholders in the forthcoming general meeting.

Form 23 under section 192(4)(c) for re-appointment of MD and WTD in Board meeting has been filed with ROC and the same has been approved by ROC.

At the AGM held on 30/09/2011 the re-appointment of MD and WTD has been approved by the members.

When I file Form 25C which is required to be filed within 90 days of the appointment, i get additional fee payment as the effective date of appointment is 01/04/2011 and the form is being filed within 90 days of the AGM.

what can be done in this case as I already have filed form 23 intimating the re-appointment ? Do I have to pay additional fee?

Replies (5)

Rakesh Dhanuka

Company Secretary

478 Points Joined January 2010

Form 25C is to be filed within 90 days from the date of appointment i.e 01/04/11...so you have to pay additional fees..

Though person is appointed subject to approaval at AGM, but as he/she is on the Board from the effective date of his appointment , so form 25C is also to be filed alongwith form 23.

Parashar

Company Secretary 2004

1018 Points Joined April 2009

Yes, you have to pay the additional fees if have mentined the effective date of appointment, 01/04/2011.

CS Ankur Srivastava

Company Secretary & Compliance Officer

17858 Points Joined November 2008

Dipali ji,

You have to file form 25C withing 90 days from the date of appointment as in your case the date of appointment is 1st April you have to file form 25C withing 90 days of that date.

Form 23 is to be filed within 30 days from the date of resolution.

CS Sandip Rahane

CS & Legal

368 Points Joined January 2009

Dipali,

I am agree with CS Ankur. As well as u hv to form Remuneration committee if you are paying to MD.

Pass Resolution in Remu. Committee then approval of BOD and Consent of members in EOGM/ AGM.

Thanks,

Sandip Rahane

Guest

Dear Ankur Shrivastava,

Brief facts are as under :

Date of BM : 15.03.2011

Date of appointment : 01.04.2011

Date of AGM : 30.09.2011

Form 23, 32 and 25C are required to be filed.

Form 32 to be filled with in 30 days of appt, form 25C to be filed within 90 days of appt. Form 23 should be filed within 30 days from the date of resolution appointing MD. So in this case all 3 forms to be filed within 30 or 90 days of date of appt of MD.

Now my query is , Suppose in the AGM resolution of appt of MD could not get passed then what will happen to the directorship of MD and whether director will be liable to refund the amount of salary paid to him?

Regards, Neha