Clarification- form 23

950 views 7 replies

ars

445 Points Joined February 2009

I was reading a debate on this forum - whether form 23 to be filed after a board meeting appointing MD with terms of remuneration OR after the GM for the approval of members for the same.- various views were presented .- I am still not very clear even aftr referring to sec. 192

Ideally the following steps are involved in the appointment of the MD

1.The directors approve the draft agreement of the appointment of MD with remunerations, subject to the approval of members/ cent. Govt. Hence, the agreement is not yet finalised/executed.

2. The members approve the appointment and terms of payment of rem. based on the resolution and expl. stat. subject to he cent. gov. approval, If required.

3. The board or any committee thereof can execute the agreement only after procuring the consents in 2. above.

Then when the form 23 need to be filed ? after 1,2 or 3?

kindly clarify.

Replies (7)

Rakesh Dhanuka

Company Secretary

478 Points Joined January 2010

After 1, i.e. after passing of board resolution subject to approval of shareholders, form 23 is to be file.....no need to read whole section.....jus read 192(4)(c)....

Jayashree S Iyer

Company Secretary

3224 Points Joined August 2009

Manaing Director is appointed by the Board subject to approal of the shareholders in General Meeting. The approval of the members is taken by convening EGM or in the next AGM of the company by passing an ordinary resolution (unless the articles provide otherwise). As per Section 192(4)(c), form 23 is to be filed once the resolution is passed by the Board for the appointment of MD.

CS Shivi Reddy

COMPANY SECRETARY

175 Points Joined February 2011

in my opinion if the articles doesnt permit the appointment of md at board meeting den appointmnet has to be done at general meeting. so in dat case form 23 is required to be filed after the general meetng resolution is passed.

in my opinion articles of the company is to be checked first. if board meeting subject to shareholders approval will do den form 23 is to be filed with board meeting resolution otherwise with general meeting resolution

views of others are always welcome.....

regards

Shivi

ars

445 Points Joined February 2009

But filing of draft / unsigned agreement sounds impractical. i.e. the agreement approved as draft subj. to requisite approvals is not final and hence not a valid document.

What if the Cent. Gov. do not approve or make amendments in the proposal? the co. have to accept their directives and accordingly amend the draft and finalise. In such a case the filed agreement ( after 1st board meet) is rendered invalid.

Later on any person viewing the co.'s record is misguided.

Pl. reply.

ars

445 Points Joined February 2009

experts are requested to reply.

P.B.Vijayabhaskar

Managing Partner

21 Points Joined March 2011

1.Board meeting held with director 1, director 2 and director 3 on 20th Jan 2011. Director 1 resigns and Director 3 was authorised to file the form 32.

2. Board Meeting on 27th Jan 2011. Director 4 and 5 got appointed in the board. Director 3 Resigns wef 27th Jan 2011.

3. The company filed form 32 of director 1 , signed by director 3, who was authorised in the board, on 17th February 2011, ie after the effective date of his own resignation. Form 32 of Director 3 was filed on 23rd February 2011.

Kindly comment on the validity of the forms.