Re-appointment of whole time director
This query is : Resolved
06 August 2013
The term of appointment of Mr. A, WTD Of a Listed Public Company is scheduled to expire on 31st July, 2013, thus, the Board re-appointed him on 20th July, 2013 subject to the approval of the shareholders at the AGM. His appointment is within the provisions of Schedule XIII and thus CG's approval is not required.
My Query:-
a) Which Forms are to filed with the ROC after his appointment made by the Board and thereafter when his appointment will be approved by the members at the AGM.
b) Further when shall his service agreement be drafted i.e after the Board's approval to his appointment or after the member's approval to his appointment?
Kindly solve my queries and oblige.
Regards,
CS Sangeeta Ghose.
Company Secretary.
My Query:-
a) Which Forms are to filed with the ROC after his appointment made by the Board and thereafter when his appointment will be approved by the members at the AGM.
b) Further when shall his service agreement be drafted i.e after the Board's approval to his appointment or after the member's approval to his appointment?
Kindly solve my queries and oblige.
Regards,
CS Sangeeta Ghose.
Company Secretary.
06 August 2013
PROCEDURE FOR APPOINTMENT OF MANAGER/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. A copy of the Board Resolution regarding the appointment should be filed with the ROC in Form-23 within 30 days from the date of passing of such resolution.{ Section 192(1) read with Section 195(4)(c)}.
4. 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.
5. If the appointment is not in conformity with the procedures of Schedule XIII, approval of the Central Government is required, in the following manner:
a. before any application is made by the company to CG, there shall be issued by or on behalf of the company a general notice to all members indicating the nature of the application proposed to be made.
b. The notice is to be published at least once in a regional language newspaper and once in an English newspaper circulating in the district where the registered office of the company is situated. {Section 640B}.
c. An application shall be made to CG in Form-25A within 90 days from the date of appointment, together with the fee as per Companies (Fee on Applications) Rules, 1999.
d. A copy of the application along with all document (except fees) shall also be forwarded to the ROC.
e. In case the appointment is made without remuneration, CG approval’s will still be necessary if the appointment falls outside the provisions of Part I of Schedule XIII.
6. The appointment and remuneration payable to MD require approval of the Shareholders by Ordinary Resolution.{Clause I of Part III of Schedule XIII}.
7. The terms and conditions of the appointment of MD should be incorporated in an agreement executed by him with the company.
8. An abstract of the terms of agreement for the appointment of the MD should be sent to every member of the company within 21 days of entering into agreement.
PROCEDURE FOR APPOINTMENT OF MANAGER/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. A copy of the Board Resolution regarding the appointment should be filed with the ROC in Form-23 within 30 days from the date of passing of such resolution.{ Section 192(1) read with Section 195(4)(c)}.
4. 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.
5. If the appointment is not in conformity with the procedures of Schedule XIII, approval of the Central Government is required, in the following manner:
a. before any application is made by the company to CG, there shall be issued by or on behalf of the company a general notice to all members indicating the nature of the application proposed to be made.
b. The notice is to be published at least once in a regional language newspaper and once in an English newspaper circulating in the district where the registered office of the company is situated. {Section 640B}.
c. An application shall be made to CG in Form-25A within 90 days from the date of appointment, together with the fee as per Companies (Fee on Applications) Rules, 1999.
d. A copy of the application along with all document (except fees) shall also be forwarded to the ROC.
e. In case the appointment is made without remuneration, CG approval’s will still be necessary if the appointment falls outside the provisions of Part I of Schedule XIII.
6. The appointment and remuneration payable to MD require approval of the Shareholders by Ordinary Resolution.{Clause I of Part III of Schedule XIII}.
7. The terms and conditions of the appointment of MD should be incorporated in an agreement executed by him with the company.
8. An abstract of the terms of agreement for the appointment of the MD should be sent to every member of the company within 21 days of entering into agreement.
06 August 2013
The above answer is for your reference.
You will only file Form-25C with ROC with in 90 days from the date of appointment of MD. No other form is required to be submit with ROC.
You made a draft agreement for re appointment before the Board Meeting in which his re appointment is made.
You will only file Form-25C with ROC with in 90 days from the date of appointment of MD. No other form is required to be submit with ROC.
You made a draft agreement for re appointment before the Board Meeting in which his re appointment is made.
06 August 2013
No I have not prepared any draft agreement for appointment of the WTD by the Board.
However, I have placed the Draft Agreement in the form of the Explanatory statement in the Notice for AGM.
Thus, after the appointment of the WTD by the Board, no E Forms are to filed with the ROc. Only After its approval at the AGM by the members, I need to file Form 25C and 23.
Am I correct Mr. Mishra?
However, I have placed the Draft Agreement in the form of the Explanatory statement in the Notice for AGM.
Thus, after the appointment of the WTD by the Board, no E Forms are to filed with the ROc. Only After its approval at the AGM by the members, I need to file Form 25C and 23.
Am I correct Mr. Mishra?
06 August 2013
No, You are not correct.
Made an agreement with WTD, placed before the Board and same will also placed in explanatory statement. Because firstly it will be approved in Board.
The Board decision is final, shareholder meeting is just a compliance. For appointing WTD, no need to hold EGM. As and when your general meeting hold you can place such items before shareholders.
For WTD, no need to file Form-23. Form-23 is required to be filed only in case of MD but section 192 is not applicable on WTD.
So, you will only file Form-25C with ROC.
Made an agreement with WTD, placed before the Board and same will also placed in explanatory statement. Because firstly it will be approved in Board.
The Board decision is final, shareholder meeting is just a compliance. For appointing WTD, no need to hold EGM. As and when your general meeting hold you can place such items before shareholders.
For WTD, no need to file Form-23. Form-23 is required to be filed only in case of MD but section 192 is not applicable on WTD.
So, you will only file Form-25C with ROC.
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