Hello Mr Ankur

Wrt to re-appt of MD , as told by u that we have to file two form 23. Can u tell me which SRN of Form 23  is to be stated in Form 25 C,. Secondly, what would be the purpose of filing as required to be filled in  second Form 23 as I am taking shareholders approval by passing special resolution. Thirdly whether second Form 23 is to be filed first or we can file Form 25C.Pl suggest.

Regards

Kamal (Preety)

Let me clear my point,

In case the appointment / reappintment is made only in Board Meeting then the Board Resolution is required to be registered under by way of filing form 23.

However, in case the appointment/ reappointment is made in Board Meeting subject to the approval of members in General Meeting then form 23 is only filed after passing requisite resolution in general meeting, in this case form 23 for Board Resolution is not required to be filed.

Further, form 25C is to be filed within 90 days of appointment.

If the date of appointment is clearly mentioned in BR then 90 days shall be counted from that date otherwise the date of BR shall be the date of reappointment for the purpose of form 25C.

Hello Friends,

Please clarify the following:

1- If a whole time director (who is < 25 yrs. of age) is being appointed, then Special Resolution is passed for his app.?

2- If appointment of MD and WTDs is made at BM subject to approval of members in GM, then Form 23 is to be filed for MD after BM and another Form 23 is to be filed after GM?

REgards,

Mitali

Originally posted by : Priyanka
	Hey gargi U have to get the resolution approved at the AGM by simple majority. U need to pass an ordinary resolution for this. (assuming that u r MD doesnt fall under 25 years and not above 70 years of age) As regards filing of ROC form, Form 23 within 30 days, Form 25C within 90 days. Assumptions made: Its a limited Company. Priyanka

Priyanka U said resolution at AGM by Simple majority.

then why this form no. 23. that is used in case of Special Resolution......

i think the resolution should be special.

pls correct me if i m wrong.

Dear Gargi Ranade

Independent Private Companies not require to filing of Form 25C because of Schedule –XIII not applicable to them.

Form-25C to be file when such appointment is in conformity with Schedule-XIII.

A Private Limited Company can appoint the Managing Director and Manager, or Whole-Time Director as per the own Articles of Association of the Company.

Originally posted by : Kumar
	Originally posted by : Priyanka Hey gargi U have to get the resolution approved at the AGM by simple majority. U need to pass an ordinary resolution for this. (assuming that u r MD doesnt fall under 25 years and not above 70 years of age) As regards filing of ROC form, Form 23 within 30 days, Form 25C within 90 days. Assumptions made: Its a limited Company. Priyanka Priyanka U said resolution at AGM by Simple majority. then why this form no. 23. that is used in case of Special Resolution...... i think the resolution should be special. pls correct me if i m wrong.

Yes Mr. Kumar your observation is not to the point.

Kindly check the list given in section 192(4). Further filing of form-23 is not limited to special resolution. We have to file form 23 for the appointment of MD as desired by section 192(4)(c) irrespective of kind of resolution.

Trust everything is clear now.

Best Regards

Hello friends

I have re-appted MD for five years last year and his remuneration is as per Section I Part II of Schedule i.e. it does not exceed 5 % of net profits of the Company during the last  year. The problem I am facing is that this year Companys profit is reduced and if I  calculate 5 % of current year  profit , remuneration approved in Board and approved at EGM last year is less than 5 % of the Net Profits of current  year. Do I have to compute profit as Section 349 every year for determing remuneration of MD. If yes, what should I do this year as profit are insufficient to cover the remuneration which has alearady been approved. Nor I have mentioned in the earlier Board resulution pased for re-appt that Board has power to alter or vary the remuneration . Pl clarify.

Thanks in advance

Regards

Kamal

This situation is called inadequacy of profits and it would fall in Section II of Part II of Schedule XIII.

Discuss the matter in the Board and pass special resolution for the same for change in the tems of appointment and file form 23 only.

Mention in the resolution that in case of inadequacy of profits following pay scale would apply and as per the remuneration comply with the requirements of Scheduile XIII.

In my opinion, in the resolution fix the pay scale for all years under Section II and accordingly, comply with the requirements of Schedule XIII.

Note:- Form 25C would not required to be filed again.

SR is required only when person  age is less than 25 or more than 70 ,in any other case a OR is required for appointment of MD

Hello Friends..

The MD of a Public Company was appointed for 3 years which expires on 31st March, 2011.. Now I want to re-appoint him for another 3 years. The remuneration is within the prescribed limits of Schedule - XIII. What are the compliances which I need to do.. Pls clarify

Thanx and Regards

Sneha Binani

Company Secretary