appointment of MD

Page no : 2

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 07 June 2010

Originally posted by : Mitali Agarwal
	But i don't think so that when board resolution for appointment of MD is confirmed in the general meeting, then Form 23 is to be filed as there are no changes in the terms and conditions of appoint.. Views of learned members are solicited.

Hi Mitali,

Following CG approval route---no shareholders' approval required.

Following Sch XIII route---shareholders' approval required under part III of Sch XIII which is through Ordinary Resolution. So no form-23 required at the time of confirmation of MD appointment by shareholders in GM.

However if along with MD appointment remuneration is also involved and you need to pass special resolution under section II of Part III of sch XIII then you have to file form-23 u/s 192(4)(a) and in that case there is no need to pass separate resolution under part III of Sch XIII.

Best Regards

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Preety (Company Secretary) (96 Points)
Replied 08 June 2010

Thanks Ms Mitali and Mr Ankur

Mitali u have written that it is very strange that being appted as CEO he will not draw any remuneration. Actually , he is alerady drawing remuneration from Pvt Co. So , the other Directors does not want to pay rem. to him from this Company being less profit of the Company.

Mr Ankur I have gone through the articles posted by u . U have written that

Forward abstract of the appointment and remuneration to the members of the company within 21 days of the appointment under section 302 in respect of Managing Director, Whole-time Director or Manager.

Where an existing director is appointed as Managing Director or Manager e-Form 32 shall be filed with ROC within 30 days of further appointment, as there will be change in the position of the existing director.

Firstly can u send me the format of abstract .Does it contain the resolution only.Since mine is Listed Co , do I have to sent it to all the members.

Secondly when Existing Director, is appted as MD ,it means along wit Form 25 C, we have to file Form 32 also.

Regards

Preety