Appointment AS MD in PVT Co
This query is : Resolved
01 June 2011
whether company need to file Form 23 along with Form 32 and 25C.Resolution has been passed in BOD.
01 June 2011
Yes...form 23 to be filed within 30 days from the date of Board Meeting.....
01 June 2011
Pass the Board resolution and file Form 32 and 23 within 30 days.
01 June 2011
Form 23 and 32 need to be filled within 30 days from the date of resolution and form 25C required to be filled within 90 days from the date of passing such resolution.....
02 June 2011
Pls also provide the format of Resolution with explanatory statement for appointment of MD(New Person) of Pvt Co..
02 June 2011
CERTIFIED TRUE COPY OF THE RESOLUTION PASSED AT THE MEETING OF THE BOARD OF DIRECTORS OF (NAME OF THE COMPANY) HELD AT THE REGISTERED OFFICE OF THE COMPANY AT (ADDRESS) ON (DATE) AT (TIME)
“RESOLVED THAT pursuant to provisions of Article _____ of Article of Association of the Company and Sections, 198,269,309 and 310 read with Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) subject to such other consents, approvals and permissions if any needed. Mr. ________________ be and is hereby appointed as the Managing Director of the company for a period of five years with effect from _________________on the terms and conditions hereinafter mentioned.”
“RESOLVED FURTHER that pursuant to the Articles of Association of the Company, Mr. _______________ shall not retire by rotation.”
“RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby authorized jointly and/or severally to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute all applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”
Salary (Rs./Month)
Commission
Such remuneration by way of commission not exceeding 3 % of net profits of the Company in addition to the salary, perquisites and allowances, subject to the overall ceiling stipulated in Sections 198 and 309 of the Companies Act, 1956. The specific amount payable will be decided by the Board of Directors based on certain criteria and will be payable only after the Annual Accounts of the Company have been adopted by the members of the Company.
Perquisites
Perquisites should be allowed in addition to the salary as but within the overall limit, if any, prescribed under Schedule XIII of the Companies Act, 1956, as amended from time to time. The perquisites shall be evaluated etc. as per Income Tax Rules, wherever applicable and in the absence of any such rules, at actual cost.
a) Housing
House Rent Allowance shall be allowed as per the rules of the Company within the overall limit specified above.
b) Medial Reimbursement
Expenses incurred for the appointee and his family subject upto to a ceiling of three month’s salary in a year or fifteen month’s salary over a period of five years.
c) Leave Travel Assistance
First Class Air Fare for self and family once in a year to any destination. Family defined as spouse and two dependent children.
d) Club Fees
Fees and expenses at clubs subject to a maximum of two clubs. This will not include life membership fees.
e) Personal accident insurance
As per rules of the Company
f) Employer’s contribution to Provident fund/superannuation fund
As per Rules of the Company
g) Gratuity
Gratuity payable shall be at the rate of 15 days salary for each completed year of service in accordance with the rules.
h) Car/Telephone
Car with driver for use on company’s business and telephone/telefax facilities at residence will be provided to the appointee. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company to the appointee. The aforesaid remuneration will be subject to the limit of 5% of the net profits as laid down under sub-section (3) of section 309 of the Companies Act, 1956.
Minimum Remuneration:Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of Mr. _______________, the Company has no profits or the profits of the Company are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above.
“RESOLVED THAT pursuant to provisions of Article _____ of Article of Association of the Company and Sections, 198,269,309 and 310 read with Schedule XIII and all other applicable provisions, if any, of the Companies Act, 1956 (including any statutory modification or re-enactment thereof for the time being in force) subject to such other consents, approvals and permissions if any needed. Mr. ________________ be and is hereby appointed as the Managing Director of the company for a period of five years with effect from _________________on the terms and conditions hereinafter mentioned.”
“RESOLVED FURTHER that pursuant to the Articles of Association of the Company, Mr. _______________ shall not retire by rotation.”
“RESOLVED FURTHER THAT (Name of the person(s) authorized) be and are hereby authorized jointly and/or severally to take such steps as may be necessary for obtaining approvals, statutory or otherwise, in relation to the above and to settle all matters arising out of and incidental thereto and sign and execute all applications, documents and writings that may be required, on behalf of the Company and generally to do all acts, deeds and things that may be necessary, proper, expedient or incidental for the purpose of giving effect to the aforesaid Resolution.”
Salary (Rs./Month)
Commission
Such remuneration by way of commission not exceeding 3 % of net profits of the Company in addition to the salary, perquisites and allowances, subject to the overall ceiling stipulated in Sections 198 and 309 of the Companies Act, 1956. The specific amount payable will be decided by the Board of Directors based on certain criteria and will be payable only after the Annual Accounts of the Company have been adopted by the members of the Company.
Perquisites
Perquisites should be allowed in addition to the salary as but within the overall limit, if any, prescribed under Schedule XIII of the Companies Act, 1956, as amended from time to time. The perquisites shall be evaluated etc. as per Income Tax Rules, wherever applicable and in the absence of any such rules, at actual cost.
a) Housing
House Rent Allowance shall be allowed as per the rules of the Company within the overall limit specified above.
b) Medial Reimbursement
Expenses incurred for the appointee and his family subject upto to a ceiling of three month’s salary in a year or fifteen month’s salary over a period of five years.
c) Leave Travel Assistance
First Class Air Fare for self and family once in a year to any destination. Family defined as spouse and two dependent children.
d) Club Fees
Fees and expenses at clubs subject to a maximum of two clubs. This will not include life membership fees.
e) Personal accident insurance
As per rules of the Company
f) Employer’s contribution to Provident fund/superannuation fund
As per Rules of the Company
g) Gratuity
Gratuity payable shall be at the rate of 15 days salary for each completed year of service in accordance with the rules.
h) Car/Telephone
Car with driver for use on company’s business and telephone/telefax facilities at residence will be provided to the appointee. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company to the appointee. The aforesaid remuneration will be subject to the limit of 5% of the net profits as laid down under sub-section (3) of section 309 of the Companies Act, 1956.
Minimum Remuneration:Notwithstanding anything to the contrary herein contained, where in any financial year during the currency of the tenure of Mr. _______________, the Company has no profits or the profits of the Company are inadequate, the Company will pay remuneration by way of salary, perquisites and allowances as specified above.
02 June 2011
Pls clear my Some point to appointment of MD in Pvt Co in BM:
1. Whether Special or Ordinary Resolution Required??
2. It is mandatory to file Form 23 along with explanatory statement??
1. Whether Special or Ordinary Resolution Required??
2. It is mandatory to file Form 23 along with explanatory statement??
02 June 2011
First of all you have to check the AOA whether any specific provisions are there for the appointment of MD?
If no then,have a consent letter of that Director to become MD and then prepare agreement for his appointment.
Its required Board Resolution
File only form 23 for Board Resolution
and lastly file Form 32 for appointment/ change in designation of Director
If no then,have a consent letter of that Director to become MD and then prepare agreement for his appointment.
Its required Board Resolution
File only form 23 for Board Resolution
and lastly file Form 32 for appointment/ change in designation of Director
02 June 2011
No need to file 25C. Because
Section 269 and schedule XIII is not applicable to your private company.
Section 269 and schedule XIII is not applicable to your private company.
02 June 2011
only board resolution is sufficient to file form 23.
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