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Appointment of wtd with retrospective effect.

ars (CS) (445 Points)

01 December 2012

The current tenure of the WTD expires on 31.03.2013

Next AGM is slated in second half of 2013.

The board is expected to re-appoint the WTD for a fresh term, beginning from .1.04.2013, in January 2013.

But the AGM resolution will not be passed before the effective date i.e. will be passed after the 01.04.2013.

Hence, the WTD will be effectively a mere director till the members re appointe him as a WTD. i.e. from 1.4.2013 till his appointment by members in their general meeting.

Can this be done? Or his re appointment by the members in general meeting is a MUST before 01.04.2013?

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5 Replies

sangram ghatge (company secretary in practice) (198 Points)
Replied 01 December 2012

reappointment of wtd by the board in jan 2013, w.e.f. 01-04-2013, can be done and members approval before 01-04-2013 is not required. members approval in next AGM needs to be taken.

regds,

sangram 9422622828.

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 01 December 2012

Dear friend,

Re-appointment of WTD in a public company can be done by board meeting resolution subject to the approval of shareholders in a General Meeting.

As the term of your WTD expires on 31.03.2013 there is no need to worry at all. Simply pass a board resolution before 31.03.2013 subject to the approval of members in the general meeting and confirm the appointment in next General Meeting held immediately after his/her appointment by the board.

File all the necessary ROC forms from the date of board resolution. Nothing is to be filed after General Meeting for confirmation as far as re-appointment of WTD is concerned.

Remember one thing retrospective re-appointment of Managing Director is not possible due to section 317. However section 317 is not applicable on WTD.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 01 December 2012

The tenure of your WTD is expiring on 31/03/2013. You may re appoint him for a fresh term in duly executed board meeting before 31/03/2013, which will be subject to the approval of Shareholders by way of Ordinary / Special Resolution as per the remuneration of the WTD.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 01 December 2012

Form 25C need to be filed within 90 days from the date of appointment. Incase of MD and Special Resolution form 23 is also to be filed within 30 days from the date of resolution.

Sangeeta (Company Secretary) (46 Points)
Replied 03 July 2013

The Whole time Director of a Listed public ltd Company needs to be appointed. He will draw a remuneration of Rs.45000/- per month. My query is whether his aapointment be made by passing an Ordinary Resolution or a Special resolution. His present term of appointment is due to expire on 31st July,2013, thus, he needs to be appointed at a Board Meeting prior to the date of expiry of his appointment, subject to the approval of the shareholders at the ensuing AGM. As far as my knowledge, the terms of his appointment are within the provisions of Section 198, 269,310 and Schedule XIII. Thus, he should be appointed by passing an ordinary resolution. But I am not sure whether this is correct or not. I am a bit confused with the provisions of Schedule XIII and thus seek the expert guidance of the eminent experts.

Please guide me whether his appointment be made by passing an ordinary resoltuion or a special resolution. And is the approval of the Remuneration Committee required or Not.

Thanks & regards.