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khushboo (CS) (234 Points)

15 July 2009

Whts the procedure of Appointing a Director as a Managing Director.

Wht form are requied to file to ROC

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I have noticed that you are asking about Directors info since one week, so please find attached file and clear your all doubts related to directors.

Attached File : 55 duties rights liabilities of directors.pps downloaded: 214 times

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CS Ekta (Company Secretary) (309 Points)
Replied 15 July 2009

Hi Khusboo,

Assuming that the Director is appointed as Managing Director in a public company, you have to do the following:

1 Pass Board resolution for the appointment of MD subject to the approval of members in general Meeting.

2. File the copy of Board resolution in form23 with ROC within 30 days

3. File Form 32 for the change in the designation of Director to MD

4. File Form 25C within 90 days from the date of Appointment

5. Get the approval from the members in the general meeting.

Note that the appointment and remuneration should be as per Schedule XIII otherwise Central Govt Approval will become compulsory.

One suggestion, queries like this is already discussed in this forum. You can always search for them. In this way, you will not have to wait for the reply from others.

Regards

Ekta

Ajay Mishra (Company Secretary) (74337 Points)
Replied 15 July 2009

Dear Ms. Khushboo

PROCEDURE FOR APPOINTMENT OF MANAGING DIRECTOR

Aboard Meeting shall be convened to decide on the proposal to appoint a particular person as a managing director and also decide provisionally the terms and conditions of the appointment including the remuneration if any, payable to the managing director.
The Board decide whether the remuneration payable to MD would be by way of monthly payment or at a specified percentage of the net profit of the company or partly by the one way or partly by the other.
A copy of the Board Resolution regarding the appointment should be filed with the ROC in Form-23 within 30 days from the date of passing of such resolution.{ Section 192(1) read with Section 195(4)(c)}.
If the appointment is in conformity with the provision of Schedule XIII, a return in Form-25 C must be filed with in 90 days from the appointment with ROC.
If the appointment is not in conformity with the procedures of Schedule XIII, approval of the Central Government is required, in the following manner:

before any application is made by the company to CG, there shall be issued by or on behalf of the company a general notice to all members indicating the nature of the application proposed to be made.
The notice is to be published at least once in a regional language newspaper and once in an English newspaper circulating in the district where the registered office of the company is situated. {Section 640B}.
An application shall be made to CG in Form-25A within 90 days from the date of appointment, together with the fee as per Companies (Fee on Applications) Rules, 1999.
A copy of the application along with all document (except fees) shall also be forwarded to the ROC.
In case the appointment is made without remuneration, CG approval’s will still be necessary if the appointment falls outside the provisions of Part I of Schedule XIII.

The appointment and remuneration payable to MD require approval of the Shareholders by Ordinary Resolution.{Clause I of Part III of Schedule XIII}.
The terms and conditions of the appointment of MD should be incorporated in an agreement executed by him with the company.
An abstract of the terms of agreement for the appointment of the MD should be sent to every member of the company within 21 days of entering into agreement.

Best Regards

1 Like

P.C. Joshi (service) (274 Points)
Replied 06 August 2009

Dear Friends,

On the issue of appot of MD I have a different query which I seek guidance of this forum.]

A Ltd a closely held Ltd co. appointed its key promoters MD for five years 2007-2012 on the remuneration under sec 198/309 and sch XIII. In between the MD decides not to charge any remunetaion in the intererst of the Co. is it allowed. if, yes, what are the

formalities/complainces to be dine by the compnay.

Pls revert ASAP.

regards,

P C Agrawal (Registered independent director Past Chairman of Aurangabad Chapter of ICSI Practicing Company Secretary at Aurangabad) (8229 Points)
Replied 06 August 2009

You can take a letter from the MD to this effect and note the same in the Board meeting. Also include this fact in the Directors' Report.

Thanks.