Jasjeet (in practice) (196 Points)
06 April 2011Hi friend can any one guide me in case i need approval of central government after the appointment of WTD in EGM as he is not complying with requirements as Schdul XIII do i need to file form 25A also which is otherwise required in case of appointment as per Schdul XIII or directly go for approval via form 25C. And wat will be the documentations and other formalities required for CG approval.
Earliest reply to my query will be appreciated.
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 06 April 2011
When the appointment of MD / WTD is not in accordance with Schedule XIII, then you are required to take the approval of CG by filing an application in form 25A.
When the appointment is in accordance with Schedule XIII, there is no need for CG approval. Hence no application need to be made in Form 25A. However appointment of MD/.WTD, need to be informed by filing Form 25C.
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 06 April 2011
Appointment of managing director in case of private limited companies
The appointment of managing or whole-time director or manager is not mandatory in the case of independent private companies. However, an independent private company can appoint them in accordance with the provisions contained in the Articles of Association.
If Articles of the concerned independent private company do not provide for such office then the Articles will have to be first altered by following the procedure laid down under section 31 of the Companies Act, 1956.
Appointing authority for managing director, whole-time director or manager in case of a public company or a private company which is a subsidiary of public company.
The appointment of managing or whole-time director or manager in a public company or a private limited company which is a subsidiary of a public company shall be made by the Board of directors subject to the approval of members at the general meeting by way of ordinary or special resolution as may be required subject to the conditions of Schedule XIII of the Act and/or with the approval of the Central Government.
Appointment of WTD where Schedule XIII is Complied with:-
In such case file form 32 within 30 days of the appointment and form 25C within 90 days of the date of appointment.
Appointment of WED where Schecdule XIII is not Complied With:-
In such case file form 32 within 30 days of the appointment and form 25A witin 90 days of the date of appointment seekeing approval from the Central Government.
Ashish Gaggar
(Propritor)
(85 Points)
Replied 06 April 2011
Dear Jasjeet
The Form 25A will itself have a list of Documents to be attached.
Jasjeet
(in practice)
(196 Points)
Replied 11 April 2011
Mr. Iyer as u said form 25C is to be filed no matter appt is a sper schdl XIII or not but in dat case if we move an application to CG in form 25A it cud take time more dan 90 days so whether Form 25C is to be filed wthout waiting for the approval frm CG ?
And Mr. Srivastava do we need to file Form 32 also besides form 23 and form 25C
Ashish Gaggar
(Propritor)
(85 Points)
Replied 12 April 2011
Dear Jasjeet
You took it wrong. Form 25C is to filed only if Appointment is as per Schedule XIII and Form 25A is required to be filed in case appointment is not as per Schedule XIII. Form 25 A is applicaton to central government.
Form 23 is required to be filed as the resolution to be passed will be Special Resolution
Form 32 is required to be filed, if the appointment is Fresh Appointment of there is a change is desigantion
In case of Re-appointment Form 32 is not required to be filed
Jasjeet
(in practice)
(196 Points)
Replied 12 April 2011
But i suppose form 23 is required to be filed filing agreement of appointment of MD or WTD and special resolution is not necessry
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 12 April 2011
I will summarise as under :
Form 23 is generally filed for Special Resolution. Please refer to Section 192A. It's required to be filed for appointment of MD as well. However it is not required for appointment of WTD.
Form 25C is required to be filed where the appointment is in accordance with Schedule XIII.
Form 25A - Application to Central Government is required to be filed where appointment is not in accordance with Schedule XIII. When you make this application, form 25C is not required.
Form 32 is required to be filed for new appointment or change in designation and not for reappointment.
Hope it's clear now.
Jasjeet
(in practice)
(196 Points)
Replied 14 April 2011
Mr. Iyer
thanks for ur valuable opinion on my query ...der is jzt one more issue i.e.
Is special Respolution necesseray for appointment of WTD where Central Government approval is required as it is not as per requirementof Sch XIII or an Ordinary Resolution is fine.
Thanks
Regards
Jasjeet
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