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Reappointment of WTD/MD

Love Kumar (COMPANY SECRETARY) (101 Points)

08 February 2011

Hello everyone,

I want to ask a query regarding change in terms of remuneration of WTD or MD.

Whether a company is required to file e-form 25C with e-form 23 if the remuneration of WTD/MD has increased as before or whether e-form 23 is sufficient.

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6 Replies

nidhigoel89 (Company Secretary ) (594 Points)
Replied 08 February 2011

Hello!

In above mentioned case, form 23 as well as form 25C both needs to be filed.........

Regards

Nidhi

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Siddhartha Kulkarni (Advocate ) (33 Points)
Replied 08 February 2011

The change in the terms of remuneration amounts to the modification of the terms of appointment of the MD/WTD. It implies that you require reappointing the MD/WTD on the new terms and conditions.

Further in terms of explanation to Sec. 269 of the Companies Act, appointment includes re appointment. Thus whatever provisions and compliances require for the appointment of the MD/WTD are applicable to the reappointment also. Therefore the F-25C along with F-23 should be filed.

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Jayashree S Iyer (Company Secretary) (3224 Points)
Replied 09 February 2011

Form 25C is required to be filed for modification of the terms of appointment / reappointment of MD / WTD.

However form 23 is required to be filed only in the case of MD (Section 192(c) ).

In the case of reappointment of WTD, Form 23 is required only if the reappointment is by way of Special Resolution (192(4)(a)). If the appointment is by way of ordinary Resolution ( in the case of profit making companies paying remuneration within the limits specified in Schedule XIII, OR is sufficient), no need to file Form 23.

cs ashwini kumar (Company Secretary in Practice) (173 Points)
Replied 09 February 2011

Hi,

Filing of Form 25C is for appointment and re-appointment only and not for the change in terms of appointment including increase in remuneration. So, in case no CG approval is required and the increase in remuneration is within the limit of Section 198/309 read with Schedule XIII (provided the company is a public ltd. company or a private company which is a subsidiary of a public ltd. co) then only form 23 is required to be filed and that is for MD only and not for WTD unless a special resolution has been passed in this regard.

Comments of experts are requested

Best Regards

CS Ashwini Kumar

Prakhar Pandey (Student) (21 Points)
Replied 25 September 2012

The requirement to file form 25 c is mandatory only for a public company or a private company which is a subsidiary of a public company which appoints a manager or a whole time director or a managing director and only when the said company falls within the perview of section 269 subsection 2 and schedule XIII of Companies Act, 1956.Section 269 (2) specifies that no appointment shall be made without obtaining the consent of the Central Government and conditions specified in schedule XIII is fulfilled