While appointment of a whole time director of a private company,which are the e forms required to be filed...please reply.
CA Shree Jain
(Chartered Accountant)
(1572 Points)
Replied 20 March 2013
| Procedure for appointment of MD /WTD by the board of directors where no remuneration is being paid |
NOTE : According to sub-section (1) of this section, every public company and every private company which is a subsidiary of a public company, having a paid-up share capital (both equity and preference) of the prescribed limit must have either a managing director or a whole-time director or a manager. The limit is prescribed under rule 10A of the General Rules & Forms, 1956. The present limit is Rs. 5 Crores According to sub-section (2), every appointment or reappointment (appointment includes re-appointment vide Explanation to this section) of a person as a managing director or a whole-time director or a manager in a public company and a private company which is a subsidiary of a public company must be made with the approval of the Central Government, but no approval of the Central Government will be necessary to such appointment or re-appointment if it is made in accordance with the conditions specified in Part I of Schedule XIII, the remuneration payable is within the ceilings laid down in Part II and the requirements of Part III thereof are complied with. Thus, no approval of the Central Government under section 268 is required for the appointment or re-appointment, if it is made in terms of section 269 and Schedule XIII Part III of Schedule XIII stipulates, in its two paragraphs, two requirements, which must be complied with in relation to the appointment of a managing/whole-time director. These are as follows:
It may be noted that according to sub-section (2) of section 269 a return in the prescribed form (e-Form No. 25C) is required to be filed electronically with the Registrar. The return should be filed within 90 days from the date on which the Board, regardless of the fact that the appointment is to take effect retrospectively or prospectively, passed a resolution. Where, however, the appointment is made by the members of a company, e.g. where the articles so provide, the return will be filed within 90 days of the general meeting at which the appointment is made. Para 8 of e-Form No. 25C accordingly requires to mention the date of the resolution passed by the Board of directors and/or shareholders and to enclose a copy of the relevant resolution. Once the form is filed in relation to the Board resolution, there is no need for filing the form once again after the general meeting or the agreement entered into with the appointee. The DCA has advised on this that a resolution in a general meeting approving the appointment may be passed even after the expiry of ninety days period from the date of appointment by the Board of directors, and is not required to be filed with the Registrar, so long as the resolution passed by the Board of directors has already been enclosed with the said return DCA Clarification: While filling the return in Form No. 25 C a copy of the resolution passed by the board of directors and/or shareholders in the general meeting is required to be enclosed with the return. In terms of paragraph I of part III of Schedule XIII to the Act, the appointment and remuneration of managerial personnel shall be subject to approval by a resolution of the shareholders in the general meeting. The said resolution in the general meeting can be passed even after the expiry of 90 days period from the date of appointment by the board of directors and is not required to be filed with the Registrar, so long as the resolution passed by the board of directors has already been enclosed with the said return. |
| Procedure for appointment of MD /WTD by the board of directors where no remuneration is being paid |
 |
 |
 |
NOTE : According to sub-section (1) of this section, every public company and every private company which is a subsidiary of a public company, having a paid-up share capital (both equity and preference) of the prescribed limit must have either a managing director or a whole-time director or a manager. The limit is prescribed under rule 10A of the General Rules & Forms, 1956. The present limit is Rs. 5 Crores According to sub-section (2), every appointment or reappointment (appointment includes re-appointment vide Explanation to this section) of a person as a managing director or a whole-time director or a manager in a public company and a private company which is a subsidiary of a public company must be made with the approval of the Central Government, but no approval of the Central Government will be necessary to such appointment or re-appointment if it is made in accordance with the conditions specified in Part I of Schedule XIII, the remuneration payable is within the ceilings laid down in Part II and the requirements of Part III thereof are complied with. Thus, no approval of the Central Government under section 268 is required for the appointment or re-appointment, if it is made in terms of section 269 and Schedule XIII Part III of Schedule XIII stipulates, in its two paragraphs, two requirements, which must be complied with in relation to the appointment of a managing/whole-time director. These are as follows:
It may be noted that according to sub-section (2) of section 269 a return in the prescribed form (e-Form No. 25C) is required to be filed electronically with the Registrar. The return should be filed within 90 days from the date on which the Board, regardless of the fact that the appointment is to take effect retrospectively or prospectively, passed a resolution. Where, however, the appointment is made by the members of a company, e.g. where the articles so provide, the return will be filed within 90 days of the general meeting at which the appointment is made. Para 8 of e-Form No. 25C accordingly requires to mention the date of the resolution passed by the Board of directors and/or shareholders and to enclose a copy of the relevant resolution. Once the form is filed in relation to the Board resolution, there is no need for filing the form once again after the general meeting or the agreement entered into with the appointee. The DCA has advised on this that a resolution in a general meeting approving the appointment may be passed even after the expiry of ninety days period from the date of appointment by the Board of directors, and is not required to be filed with the Registrar, so long as the resolution passed by the Board of directors has already been enclosed with the said return DCA Clarification: While filling the return in Form No. 25 C a copy of the resolution passed by the board of directors and/or shareholders in the general meeting is required to be enclosed with the return. In terms of paragraph I of part III of Schedule XIII to the Act, the appointment and remuneration of managerial personnel shall be subject to approval by a resolution of the shareholders in the general meeting. The said resolution in the general meeting can be passed even after the expiry of 90 days period from the date of appointment by the board of directors and is not required to be filed with the Registrar, so long as the resolution passed by the board of directors has already been enclosed with the said return. |
|
Procedure for appointment of MD /WTD by the board of directors where no remuneration is being paid |
|
|
|
NOTE : According to sub-section (1) of this section, every public company and every private company which is a subsidiary of a public company, having a paid-up share capital (both equity and preference) of the prescribed limit must have either a managing director or a whole-time director or a manager. The limit is prescribed under rule 10A of the General Rules & Forms, 1956. The present limit is Rs. 5 Crores According to sub-section (2), every appointment or reappointment (appointment includes re-appointment vide Explanation to this section) of a person as a managing director or a whole-time director or a manager in a public company and a private company which is a subsidiary of a public company must be made with the approval of the Central Government, but no approval of the Central Government will be necessary to such appointment or re-appointment if it is made in accordance with the conditions specified in Part I of Schedule XIII, the remuneration payable is within the ceilings laid down in Part II and the requirements of Part III thereof are complied with. Thus, no approval of the Central Government under section 268 is required for the appointment or re-appointment, if it is made in terms of section 269 and Schedule XIII Part III of Schedule XIII stipulates, in its two paragraphs, two requirements, which must be complied with in relation to the appointment of a managing/whole-time director. These are as follows:
It may be noted that according to sub-section (2) of section 269 a return in the prescribed form (e-Form No. 25C) is required to be filed electronically with the Registrar. The return should be filed within 90 days from the date on which the Board, regardless of the fact that the appointment is to take effect retrospectively or prospectively, passed a resolution. Where, however, the appointment is made by the members of a company, e.g. where the articles so provide, the return will be filed within 90 days of the general meeting at which the appointment is made. Para 8 of e-Form No. 25C accordingly requires to mention the date of the resolution passed by the Board of directors and/or shareholders and to enclose a copy of the relevant resolution. Once the form is filed in relation to the Board resolution, there is no need for filing the form once again after the general meeting or the agreement entered into with the appointee. The DCA has advised on this that a resolution in a general meeting approving the appointment may be passed even after the expiry of ninety days period from the date of appointment by the Board of directors, and is not required to be filed with the Registrar, so long as the resolution passed by the Board of directors has already been enclosed with the said return DCA Clarification: While filling the return in Form No. 25 C a copy of the resolution passed by the board of directors and/or shareholders in the general meeting is required to be enclosed with the return. In terms of paragraph I of part III of Schedule XIII to the Act, the appointment and remuneration of managerial personnel shall be subject to approval by a resolution of the shareholders in the general meeting. The said resolution in the general meeting can be passed even after the expiry of 90 days period from the date of appointment by the board of directors and is not required to be filed with the Registrar, so long as the resolution passed by the board of directors has already been enclosed with the said return. |
Priyanka
(Assistant Company Secretary)
(905 Points)
Replied 20 March 2013
Thanks....but I want specific clarification whether form 25C & 23 is required to be file or not
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