Legal compliance under Companies act

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Rahul Shelke (Querist)
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15 December 2010 Respected Experts,

I am working in a software company based in Pune having it's HO at NY USA. My companies MD [Residential Status:NRI] is on US Payroll and now he has shifted to India (Pune unit) payroll effective 01-DEC-2010.My questions are as follows:
1. How to document this arrangement?
2. Do we need to sign any employee agreement or do we need to execute any board resolution to accommodate this change?

Thank you.
- Rahul

Jayashree S Iyer

Jayashree S Iyer (Expert)
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15 December 2010 Since your MD is an NRI, if he is posted to Pune Unit, his appointment will not be in accordance with Schedule XIII as per Part I(e). Hence you need to get the Central Government approval by filing Form 25A.

His appointment and remuneration need to be by way way board resolution followed by approval of the shareholders in general meeting as required under Part III of schedule XIII.

Rahul Shelke

Rahul Shelke (Querist)
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16 December 2010 Hello Jayashree,

Thanks for your reply.

To have a better clarity on the issue raised below are few more facts related to my query:
- My company is a private limited company [STPI 100% EOU Unit] registered with ROC Pune, and it's not a subsidiary of any public limited company.
- The company is not situated in SEZ

Please reply at the earliest.

Thank you.

- Rahul

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Rahul Shelke

Rahul Shelke (Querist)
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Jayashree S Iyer

Jayashree S Iyer (Expert)
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16 December 2010 If yours is a private company provisions relating to appointment of MD and managerial remuneration will not apply.
You can by passing a board resolution appoint MD and fix his remuneration.

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