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Reappointment of Managing director

Gargi Ranade (CS) (619 Points)

23 January 2009

Hi dear all,

I have one query regarding Managing Directors reappointment , we have already reappointed MD in Board meeting is it necessary to ratify this reappointment through resolution if yes then which resolution ordinary / special resolution should be passed which forms are required to be submited with ROC in this regard?

Thanking you in advance

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24 Replies

Priyanka (CS) (141 Points)
Replied 23 January 2009

Hey gargi

U have to get the resolution approved at the AGM by simple majority.

U need to pass an ordinary resolution for this. (assuming that u r MD doesnt fall under 25 years and not above 70 years of age)

As regards filing of ROC form, Form 23 within 30 days,

Form 25C within 90 days.

Assumptions made: Its a limited Company.

Priyanka

Gargi Ranade (CS) (619 Points)
Replied 23 January 2009

Thanx a lot priyanka , just want to confirm whether all this formalities are applicable to pvt. ltd. and at the time of reappointment also?

CS Ekta (Company Secretary) (309 Points)
Replied 02 July 2009

Besides form 23 and 25C, do we need to file form 32 also on reappointment of Managing Director/Whole Time Director ?

Pavan Jain S (Chartered Accountant) (1575 Points)
Replied 02 July 2009

In case of Public Company:

As per section 2(26) of the Act, the MD can be appointed by BOD of the company. There is no necessity of the getting the reappointment approved at the AGM or EGM. If the conditions of schedule XIII are not complied with, then approval of CG has to be obtained. File e form 25C with the ROC witihin 90 days. File Form 32

Re appointment of MD in case of private limited company has no restriction i.e., MD can be reappointed at BOD meeting. File Form 32

Ajay Mishra (Company Secretary) (74332 Points)
Replied 02 July 2009

Dear Ms. Ekta

Form-32 is required to be filed in 3 conditions

-appointment of director

-resignation of director

-change in designation of director

In your case there is no new appointment of MD only continuation of existing MD, I think Form 25C and Form 23 is sufficient. There is no need to File Form-32 with ROC.

Regards

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 03 July 2009

Managing Director may be appointed / reappointed in the Board or General Meeting. In both cases following formalities must be complied with

1. File form no. 23 within 30 days.

2.File form no. 25C within 90 days of appointment.

However if Schedule part I and II of Schedule XIII does not complied with, Central Government approval is required and in such case Special Resolution would be necessary.

Preety (Company Secretary) (96 Points)
Replied 10 November 2009

Hello friends

I have a query regarding re appointment of MD in ltd Co. His re appointment falls due on 15.11.2009. Would it be correct if I hold Board Meeting on 20.10.2009 and EGM on 20.11.2009. Then when I have to file Form 23. Whether it has to be filed within 30 days of BM or within 30 days of EGM, Pl clarify . Also, When I will Form 23,in that whether it would be considered as resolution by Board of Directors or Ordinary Resolution.

Regards

Preety

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 10 November 2009

Hi,

File form-23 within 30 days of board meeting read with Section-192(4)(c) as effective date of re-appointment is board meeting date. Simply attach board resolution for re-appointment of MD with form-23.

Revert if there is any doubt.

Regards

Preety (Company Secretary) (96 Points)
Replied 10 November 2009

Thanks a lot for reverting Mr Ankur.

What do u mean by effective date of reappointment is the date of BM. Date of re-appointment is 15.11.2009. Pl calify this.

Also my MD is now of 68 years and we are re-appting him for 5 years. Then as per Schedule XIII , do we have to pass special resolution for his reappointment now or we should not mention it now as he would be of 70 years after 2 years.Pl suggest.

Regards

Kamal

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 10 November 2009

Dear Kamal,

In case the resolution specifically mention that the appointment shall be efffective from 15/11/0209, it will be effective date of appointment otherwise the date of Board Meeting shall be effective date of reappointment.

Further, under Schedule XIII no person shall be eligible for appointment / reappointment as a Managing Director if he has attained the age of 70 years and you are reappointing a person who is 68 years old. so you can easily reappoint him.

But in next reappointment you have to pass special resolution as then you will appoint a person above 70 years.

Preety (Company Secretary) (96 Points)
Replied 10 November 2009

Thank u Mr Ankur.

Pl also clarify one thing to me . As suggested by u that with Form 23, I should attach Board Res. It means I dont have to file res of EGm & Explanatory Statement with it. Or I have to file another form 23 after holding EGM attaching the res of EGM.

Regards

Kamal

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 10 November 2009

No need to attach anything with form-23 except board resolution.

Further you have to file second form-23 to register special resolution passed in the EGM. With this second form attach notice and statement.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 10 November 2009

Dear Kamal,

In case you are appointing MD with Board Resolution, you should file form 23 within 30 days of Board Meeting attaching a copy of Board Resolution and if such reappointment is subject to the approval of members then after such approval next form 23 is required to be filed attaching copy of Resolution (passed in the General Meeting), Notice and Explanatory Statement.