Re-appointment of managing director_statutory overview

Page no : 2

CA Srikanth Yadav (Chartered Accountant) (3162 Points)
Replied 05 June 2013

I guess this one is useful as well. So here's the link:

/forum/is-it-okay-to-club-british-english-and-american-english--251590.asp

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Amrita vyas (chartered accountant) (2600 Points)
Replied 05 June 2013

Vry useful...........

thnx for Sharing sir.......

Sathish M (Management Accountant) (40581 Points)
Replied 06 June 2013

Thank you very much sir for the simple and subtle piece of article, which will aid many professionals in understanding the language of law in a simpler way.

CS,CA F,Numrologi TusharSampat (CS CA F Numerologist Astrologer Graphologist Face reader Vastu Expert) (85930 Points)
Replied 10 June 2013

Originally posted by : Mansi Kotecha
	Thnk u Ankur sir.. It would be really very useful !!

Bookmarked.......

amit trivedi (Proprietor) (96 Points)
Replied 18 June 2013

Sir,

Please provide Board of Directors as well as General Meeting Draft Resolution for Re-Appointment of Managing Director.

Thanking you

Amit Trivedi

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Rachna Batra (PROPRIETOR) (22 Points)
Replied 05 October 2013

Hello Mr Ankur

I have a query on the reappointment of md.

Reappointment of md in a public unlisted company has been done in the AGM held on 30th sep, 2013, appointment effective from 1dec, 2013. when the compan will file Form 25-c.

Form 23 has been filed after AGM.

Regards

Ankur Garg (Company Secretary and Compliance Officer) (114783 Points)
Replied 05 October 2013

Form 25C is required to be filed within 90 days from the effective date of appointment. So I would suggest you to file the same within the month of December 2013.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 15 October 2013

Form 25C need to be filed within 90 days from the effective date of appointment thus it should be filed within 90 days after 1st December.

Preeti Jain (Company Secretary) (139 Points)
Replied 20 November 2013

Dear Ankur Sir, Your article is very informative and useful. I have a query as to why approval of shareholders is required for reappointment of Managing Director. Which Section provides for such approval? Why Board Resolution is to be passed “subject to approval of shareholders” and Board alone is not eligible to reappoint an MD? Thanks in anticipation

Ankur Garg (Company Secretary and Compliance Officer) (114783 Points)
Replied 20 November 2013

Originally posted by : Preeti Jain
	Dear Ankur Sir, Your article is very informative and useful. I have a query as to why approval of shareholders is required for reappointment of Managing Director. Which Section provides for such approval? Why Board Resolution is to be passed “subject to approval of shareholders” and Board alone is not eligible to reappoint an MD? Thanks in anticipation

In public company appointment of MD is governed by section 269. In section 269 there are 2 routes for the appointment of MD.

Appointment of MD with the approval of Central Govt.
Appointment of MD under schedule XIII of the companies act, 1956.

Most of the companies prefer the route of schedule XIII which requires approval of shareholders. There is also a circular to that effect circular number 2/94 dated 10 February 1994 which is explained in the article itself.

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Ankur Garg (Company Secretary and Compliance Officer) (114783 Points)
Replied 20 November 2013

In other words, a Private Limited company, which is not a subsidiary of public company can straight away appoint MD by passing a board resolution.

Preeti Jain (Company Secretary) (139 Points)
Replied 22 November 2013

Dear Ankur Sir,

As per your reply, I’ve gone through Schedule XIII wherein I found that Special Resolution is required by the Company if the person has not completed the age of 25 years or he has attained the age of 70 years.

But I nowhere found other cases where Shareholder’s Approval is required.

So, could you please inform me the exact provision which provides for such approval in Schedule XIII and I will appreciate if you could provide me the copy of circular number 2/94 dated 10 February 1994.

Thanks in anticipation

Smruti (CS&CA) (79 Points)
Replied 07 April 2017

Dear Sir,

I need you advise on the following matter-

My clieny company desnt fall under Section 203. Compulsory appointment of KMP is not applicable to that company, however company is appointing MD, WTD & CS w.e.f 1/4/2017. Re-appointment of MD & WTD is w.e.f from 01/04/2017 and first time appointment of Cs is also from 1/04/2017, kindly advise In this case also do we need to file DIR 12 along with MR-1? MGT 14 is filed after AGM.

Thank youy in advance.