27 November 2009
The normal procedure is: 1) Board Resolution appointing the person as MD and noting the agreement for appointment for MD 2) Filing Form 32 for Change in Directorship and Form 23 for agreement. 3) At the AGM, obtain members approval. 4) Within 90 days of appointment, file Form 25C.
Form 25A is required for approval of appointment or reappointment and remuneration or increase in remuneration or waiver for excess or over payment to managing or whole-time director(s) or manager and commission or remuneration or expression of opinion to directors.
Hence, filing of Form 25C or 25A would depend on case to case basis. However, in most cases the appointment are made within the limits laid down in schedule XIII and Section 249. In case, higher remuneration is paid during the year or in excess of the limits, then at the next AGM, members approval has to be taken for making application to the Central Government for approval to the excess payment and in that case Form 25A has to be filed.
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