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Re-appointment of manager - compliances to be made.

Rocky (Student) (50 Points)

28 February 2012

Dear Friends,

Can anyone tell me what all compliances are required to reappoint a Manager. In our Co.'s case (Which is a Listed Co on NSE & BSE) a manager was appointed on 01.04.2007 for five years and his terms ends on 31.03.2012. He has been reappointed w.e.f 01.04.2012 for 3 years. The reappointment is made in Board Meeting held on 09.2. 2012.

Now my query is :

1. What all compliances are required to be complied for his reappointment i.e eFilings with MCA, etc.

2. Whether Abstract U/S 302 is necessary ? Because in our case, no director is interested in his reappointment and he is also not an Director.

Please help me out !!!

Regards,

Rocky.

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1 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 February 2012

You are requested to check:

Section 385 which contains the provisions relating to disqualification for a person to be appointed as a manager.

Section 197A which provides Prohibition on appointment of both the managing director and manager at the same time.

Appointment of a person as manager in accordance with the provisions of Schedule XIII of the Companies Act, 1956 can be made without Central Government approval. A return in E-Form 25C shall be filed electronically with the concerned ROC within 90 days from the date of appointment.

Appointment made under Schedule XIII

Please check the points below before re-appointment:

(a) That the person proposed to be appointed does not suffer any disqualification specified in sub-paragraphs (a) and (b) of Part I of Schedule XIII of the Act and where necessary the approval of the Central Government has been obtained.

(b) That he fulfils the requirement of age or where necessary a special resolution will be passed by the company in general meeting as prescribed in paragraph (c) of Part I.

(c) That the company has not made any default in repayment of any of its debts (including public deposits) or debentures or interest payable thereon for a continuous period of thirty days in the preceding financial year.

(d) That in respect of a proposal covered by clause (B) of paragraph 1 of Part II Section II, the appointment will be made as per clause (B) and take the approval by a special resolution of shareholders at the general meeting of the company and in respect of clause (C) after the proposal has been approved by a special resolution by the company general meeting and further by the Central Government.

Where the Board of directors makes the appointment of a manager, the company shall comply with the following:

Forward abstract of the appointment and remuneration to the members of the company within 21 days of the appointment under section 302 in respect of Manager.

Inform the Stock Exchange about the appointment in case the shares are listed.

No need to file form 32 and 23. Reason being this is just a re-appointment for form 32 and regarding form 23 section 192 is not applicable to a Manager.