Re-appointment of whole-time director

This query is : Open

Querist : Anonymous

Querist : Anonymous (Querist)

10 October 2012 Dear Experts,

A Whole time director was appointed in a PRIVATE LTD company in 2003 for a period of 5 years i.e. up to 2008. In 2008 no resolution was passed by the board for the reappointment and he is still signing as a wholetime director of the company. please advice me on how to deal with it.

Thanks in Advance

ABHIJIT DAS

ABHIJIT DAS (Expert)
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10 October 2012 In case of private companies ROC is not very active in looking towards internal administration. if the directors name is still present in signatory details of MCA and no form 32 is filed for resignation of WTD no legal penalty or consequence attracted. But Company should go for resolution for reappointment for good Compliance.

Ajay Mishra

Ajay Mishra (Expert)
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10 October 2012 Hi

The provision of Companies Act, 1956 will not apply to private limited company regarding appointment and remuneration of MD and WTD.
They will be govern by their Company articles.

So it is on you to file again Form with ROC or not.

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Querist : Anonymous

Querist : Anonymous (Querist)

10 October 2012 Dear Sir,

Thanks for your prompt reply.
the concern director is still signing all the legal documents of the company as WTD even after 2008 and no resolution for his reappointment as WTD was passed by the Company. Pls advice me on the secretarial compliance to deal with it.

Ajay Mishra

Ajay Mishra (Expert)
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10 October 2012 Hi

Just pass a Board Resolution and make minutes thereof and keep in records. WTD will continue as WTD and you can check by filing Form-20B and also MCA portal.

No need to file Form-32, because you have not made any changes in any position.

If you really wanted to comply as public limited company, then you can file Form-25C and Form-23 with ROC with payment of additional fee.

Querist : Anonymous

Querist : Anonymous (Querist)

11 October 2012 Thanks Ajay Sir,

But on MCA portal only Director is indicated.

Ajay Mishra

Ajay Mishra (Expert)
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11 October 2012 Hi

Please confirm, whether you have filed Form-23 regarding change in designation at the time of appointment of him as WTD or not.

Querist : Anonymous

Querist : Anonymous (Querist)

11 October 2012 Dear Sir,

There is no information available regarding filing of Form 23.

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