Vikas (Company Secretary) (51 Points)
06 April 2011Dear All,
In a Public Limited Company the Managing Director was appointed in the year 1999, after which the same person is acting as a MD and executing all the powers and responsibilities. However, till date there has been no re-appointment formalities of that person. So, what will be the best way now to regularise the matter and the procedure/formalities involved.
Thanks
Jayashree S Iyer
(Company Secretary)
(3224 Points)
Replied 06 April 2011
MD cannot be appointed for a period of more than 5 years at a time. Since your MD is appointed in 1999 he should have been reappointed in 2004 and 2009 and accordingly Form 25C and Form 23 should have been filed. There is a default on your part.
You cannot now regularise those lapses after so many years. Right now take immediate action to regularlise / reappoint him as MD by holding EGM and passing an OR. Past default as and when pointed out by ROC (if you are lucky, you may not be caught), can be sorted out by admitting your genuine mistake.
Other experts, please give your opinion on this.
SANTOSH SHAH
(Company Secretary)
(754 Points)
Replied 06 April 2011
| Originally posted by : Vikas | ||
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Dear All, In a Public Limited Company the Managing Director was appointed in the year 1999, after which the same person is acting as a MD and executing all the powers and responsibilities. However, till date there has been no re-appointment formalities of that person. So, what will be the best way now to regularise the matter and the procedure/formalities involved. Thanks |
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I agree with Jayshree Ma'm view.
Also check the age limit before re-appointing the MD.
If he exceeds 70 + then appointing as MD will need special resolution.
regards
Santosh Shah
regarde
Santosh Shah
SkDash
(CS (Member) CWA (Final))
(909 Points)
Replied 06 April 2011
Vikas- unofficially-if the BM and EGM minutes can be altered, then do, so that u will be penalised for violating the filing of form 25C and 23- provided all the reappointment should be withing sch XIII
Jaideep
(Service)
(1368 Points)
Replied 06 April 2011
Agreed with Jayshree Mam or else
Take ratification of his appointment in EGM explaing proper reasons for considering mistakes from compnay. While explaing ROC , you can explain considering facts such as closely held compnany, sharholders and Board consent. I know such type of provisions for ratifications are not there and it may lead to penal actions. However this is only the way to make it legalize, so that in future it will not affect Company for its major expansions, acquisations and mergers.
Thanks and Regards
Jaideep Pandya
CS Ankur Srivastava
(Company Secretary & Compliance Officer)
(17853 Points)
Replied 06 April 2011
If possible, alter the minutes and reappoint him after every 5 / 3 year as per schedule XIII and file form 32, 23 and 25C accordingly.
Vikas
(Company Secretary)
(51 Points)
Replied 07 April 2011
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Thanks to all for giving their views, but want to tell one thing to Jayshree mam that this not fault on my part, actually I have recently taken over the charge of that Company and found this default." My views are also similar to what you all have provided, I am planning that I will show a re-appointment in this month and comply with the provided requirements. Try to alter the minutes to show re-appointment in 2004 and 2009 (for 2 years, to expire the term in the current year).
Originally posted by : Vikas |
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Dear All, In a Public Limited Company the Managing Director was appointed in the year 1999, after which the same person is acting as a MD and executing all the powers and responsibilities. However, till date there has been no re-appointment formalities of that person. So, what will be the best way now to regularise the matter and the procedure/formalities involved. Thanks |
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