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Appointment or Re-appointment of Managing Director

Jayanti Dey (Practicing Company Secretary) (271 Points)

16 April 2011

Our Company was incorporated as a Private Ltd Co. in 2004. At that time a Director of the Company was appointed as non-rotational Managing Director. In April, 2011 our company got converted into Public Ltd Co. and according to the amended articles, Managing Director can be appointed for a period of 5 years. Now should I re-appoint the Managing Director or a fresh appointment should be made for the same Director as the period of 5 years is already expired?

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5 Replies

nidhigoel89 (Company Secretary ) (594 Points)
Replied 16 April 2011

Hello!

I think the same case has been clarified in Ramiya Book. And in this case the period would be start freshly form the date when the status change from Pvt. to public. And once 5 yrs. got expires after conversion then u need to comply with the provision of appointment /reappointment.

Other View are welcomed

Regards

Nidhi

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Jayanti Dey (Practicing Company Secretary) (271 Points)
Replied 16 April 2011

As the Managing Director was appointed in 2004, then the period of 5 years already expired after conversion in 2011. Now if we want to re-appoint the same director as the Managing Director of the Company, then should we re-appoint him by filing Form 23 & 25C or a fresh appointment should be made by filing Form 23 & 32?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 19 April 2011

First of all your company has been converted as public company. Therefore, all the provisions of section 269 and Schedule XIII would apply.

Secondly, as the term has already been expired, you have to re appoint him as MD and file form 23 and 32. Furthermore, you have also to file form 25C within 90 days of the appointment.

As per the salary, you have to check schedule XIII, whether you can appoint him for 5 years or only for 3 years.

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nidhigoel89 (Company Secretary ) (594 Points)
Replied 20 April 2011

Hello!

Agree with Mr. Ankur, and just want to ask one thing that as Mr. Ankur has written as reappoint him....Bt as per my understanding it would be consider as fresh appointment as the status of the co. has changed.....

Nidhi

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 20 April 2011

Dear Nidhi,

Yes it would be fresh appointment but not as the status of company has been changed but as the earlier appointment has already expired and now it would be fresh appointment. Otherwise all the contracts would be binding and would not have any affect from the change of status of company during the duration of agreement.