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Form 23

Priya Sharma (Company Secretary & Student.MBA) (998 Points)

11 August 2009

We are redesignationg one of the directors of our Co(Pvt. Co.). as MD by a Board Resolution, so in this case we are filing form 32 and form 23, so should we attach notice to form 23??

Reply its very very urgent.

Priya

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12 Replies

CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 11 August 2009

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 11 August 2009

Disagree with Jithesh.

You have to file form 23 for the appointment of MD irrespective of the method of appointment and also required to attach notice along with the explanatory Statement.

Filing form 23 for appointment of MD is specifically desired by Section 192(4)(c).

Revert if there is any doubt.

Regards

CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 11 August 2009

Yes You are right, Thanks for correcting.

Regards

jithesh

Priya Sharma (Company Secretary & Student.MBA) (998 Points)
Replied 12 August 2009

But Sir if the AOA says that sec 173(2) shall not apply to the Company so in that case also do we need to attach explainatory statement??

Regards

Priya

CS Jithesh (ACS,) (COMPANY SECRETARY ) (485 Points)
Replied 12 August 2009

Priya

As per companies Act it is mandatory that if ypu are passing any resolution as Special resolution , we have to file Form 23 with Notice and Explanatory Statement, It is a statutory requirement.

I don't think RoC will approve a Form 23 with out notice and explanatory statement and more over you cannot file form 23 unless you attach the notice and explanatory as they itself are mandatory requirement as per MCA - 21

Hope this may clarify ur query

Regards

Jithesh

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 12 August 2009

Originally posted by :Priya Sharma
"	But Sir if the AOA says that sec 173(2) shall not apply to the Company so in that case also do we need to attach explainatory statement?? Regards Priya	"

Agree with Jitesh.

It is very much required to attach.

Muralidharan (Self Employed) (1034 Points)
Replied 12 August 2009

Dear Members

I am reproducing the query raised by Priya Sharma for our convenience and better understanding.

"We are redesignationg one of the directors of our Co(Pvt. Co.). as MD by a Board Resolution, so in this case we are filing form 32 and form 23, so should we attach notice to form 23?"

As per the above query it appears that the resolution is being approved by the Board of Directors and not by Shareholders of the company. For private companies there is no requirement to obtain approval of members in respect of appointment of MD / WTD.

The company being a private limited company has to file File 32 and Form 23 with ROC in respect of appointment of MD. In my opinion it is enough if the "CERTIFIED COPY OF BOARD OF DIRECTORS RESOLUTION" is attached with Form 23 being filed with ROC. The question of attaching Notice and Explanatory Statement does not arise since the resolutions are approved by the Board.

Further for private limited companies Section 173 is exempted. As such there is no requirement to attach Explanatory Statement to Notice convening the AGM / EGM. However in regular practice most private companies are attaching explanatory statement. The companies which do not want to attach explanatory statement can add a note in the Notice stating the exemption given under the provisions of the Act and Articles of Association.

Further views are solicited

with regards

Muralidharan

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Satyarth (a) (30 Points)
Replied 26 July 2011

What do i need to do to incorporate required clause "That the business of the Company will be ____" in the Main Object clause of MOA...?

Warm Regards

JEHAN MEHTA (organization) (31 Points)
Replied 06 September 2012

i want to change my MOA & AOA address from delhi to mumbai, please guide me with the procedure, someone said form no. 23 has to be filled

please help me

thank you

waiting for your replies

Aditya Soni (CS Final Student Trainee) (727 Points)
Replied 06 September 2012

Dear Mr mehta,

Yes, if you want to change your registered office from one state to another, you will have to file form 23 as this is in respect of resolutins passed and also form 18 for change in address of the office. the procedure is attached as the document. Please have a look.

Regards,

Aditya

Attached File : 794280 1050642 chenge of registered office from 1 state to another.doc downloaded: 257 times

1 Like

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JEHAN MEHTA (organization) (31 Points)
Replied 06 September 2012

Dear Aditya,

Thank you so much, really appreciate your reply,

Durgesh Chauhan (Chartered Accountant) (52 Points)
Replied 14 January 2014

anybody can please tell me in which cases we have to file form 23 whether it is required to file only i am passing special resolution or even in case of ordinary resolution??????