Ruchie Khanna (Company Secretary) (123 Points)
09 April 2010Dera Friends,
A Pvt. Ltd. company which is in process of conversion into a public ltd. co. In the SLP they stated that a MD will be appointed in 3 months. However, this period has expired and the MD is not appointed. the Compnay now wants to appoint a MD.
My query is what are the implication of this?? does the company need to file for condonation of delay with ROC or if any penalty is involved.
What will be the procedure for the appointment.
Pl. help!
Thanks & Regards,
Ruchie
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 09 April 2010
If your company is still a private company than simply pass a board resolution for appointment of MD from back date and file form 23 within 30 days of board resolution as desired by section 192. Upload form 23 on MCA site with late fee.
Ruchie Khanna
(Company Secretary)
(123 Points)
Replied 09 April 2010
The company is a public ltd company today.
My query is that section 269(1) requires every publc co. with pd-up capital above 5 cr. to have a MD. However, if this is not complied with what would be the impliactions. the section does not specfiy the limit within which an MD should be appointed. does this give a company immunity from not having MD for any period.??
Ankur Garg
(Company Secretary and Compliance Officer)
(114773 Points)
Replied 09 April 2010
After applicability of Section 269 you have to appointment managerial personnel within a reasonable period. Don’t consider this reasonable period as immunity.
According to me contravention of Section-269 makes a company liable to penalty under section 629A.
Wait for the views of other members.
Neeta
(Finance)
(345 Points)
Replied 10 April 2010
agree with the eminent member - ankur sir
629A gets attracted on the contravention of any of the provisions of the act( no penlity provided elsewhere)
MD need be appointed when ur paid up cap reaches 5 crores so as per me it simply means the appointment is due from that date. and 25C need be submitted within 90 days of appointment.
ROC can ask u anytime for the non-compliance of any of the provisions ,,- depends on the discretion of ROC about the period allowed to comply with the provision and rest i think- is all what the law in practice.
sanjeev zarbade
(VP)
(26 Points)
Replied 26 April 2011
if a company is transferring one of its division to another company. Does it require a special resolution. what is the minimum % needed to pass a special resolution.
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