08 February 2013
Dear All, If in a PRIVATE LIMITED COMPANY the tenure of re-appointment of M.D. expired in October 2011, but due to some errors the re-appointment of the said director in the same position with same terms and conditions has not yet been made. what can be done to show his re appointment since Oct 2011, as Form 25c is not required to be filed as ours is a private company moreover form 32 is also not required as the designation & terms of his appointment is not changing. Please tell what procedure can be followed to show his re-appointment since October 2011 & whether Form 23 can be filed now? PLEASE REVERT HOW CAN THIS DEFAULT BE DEALT WITH AND MADE GOOD
As you know, that the provisions of section 269 is not applicable to private limited company. You only file Form-25C with additional fee and no need to file Form-23 or any shareholders meeting.
In Director Report, when you made on Annual basis made a disclosure about that.
08 February 2013
Thanks Mr. Ajay for your quick response, but sir if I am not wrong Form 25C had to be filed by a public company, ours is an independent private company, does it still need Form 25 C?? and secondly what procedure shall be followed to re-appoint the M.D in my case. Thanking you in anticipation.
08 February 2013
PROCEDURE FOR APPOINTMENT OF WTD/MANAGING DIRECTOR
1. A board Meeting shall be convened to decide on the proposal to appoint a particular person as a managing director and also decide provisionally the terms and conditions of the appointment including the remuneration if any, payable to the managing director. 2. The Board decides whether the remuneration payable to MD would be by way of monthly payment or at a specified percentage of the net profit of the company or partly by the one way or partly by the other. 3. If the appointment is in conformity with the provision of Schedule XIII, a return in Form-25 C must be filed with in 90 days from the appointment with ROC. 4. The terms and conditions of the appointment of MD should be incorporated in an agreement executed by him with the company.
09 February 2013
Dear Ajay Sir, As, this being a private company section 269 is not appliacable, and appointment will be as per Articles of Association. The Articles states that Board can appoint managing director, so is the board meeting suffix for reappointmemt of the M.D or it shall be confirmed by the share holders also.
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