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SIGNATORY ON EFORM

priyanka manawat (service) (138 Points)

14 May 2010

WE HAD REAPPOINTED OUR MANAGING DIRECTOR FOR FIVE YEARS.

CAN MANAGING DIRECTOR AFFIX HIS DIGITAL SIGNATURE ON EFORM 32 TO BE FILED FOR HIS REAPPOINTMENT .

REAPPOINTMENT WILL BE CONFIRMED IN AGM

PLZ ALSO ADVICE THAT WHEN FORM 25 C HAS TO BE FILED

THANKS IN ADVANCE

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5 Replies

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 May 2010

YES.

Your MD can use his signature for sure coz he is already a member of board as a director.

Form 25C is required to be filed within 90 days from the date of BM appointing MD.

Regards

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Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 14 May 2010

Kindly check this brief article from my side. Relevant portions are highlighted for your quick reference:

Re-appointment of Managing Director in a public company can be done by board meeting resolution subject to the approval of shareholders in a General Meeting.

For example if the term of your Managing Director expires on 31.03.2010 there is no need to worry at all. Simply pass a board resolution before 31.03.2010 subject to the approval of members in the general meeting and confirm the appointment in next General Meeting held immediately after his/her appointment by the board.

File all the necessary ROC forms (form 23 and form 25C) from the date of board resolution. Nothing is to be filed after General Meeting for confirmation as far as re-appointment of Managing Director is concerned.

Remember one thing retrospective re-appointment of Managing Director is not possible due to section 317 hence passing of Board Resolution subject to the approval of members before 31.03.2010 is mandatory.

As per DCA clarification the above practice is very much possible. Find below the extract of DCA clarification:

As per circular number 2/94 dated 10 February 1994— Managing Director may initially be appointed by a board resolution subject to the approval of members in the general meeting and such approval may be obtained in the first general meeting of the company held immediately after his appointment by the board.

E-form filing with ROC:

1. Form-25C/25A, as the case may be, under section 269 within 90 days from the date of passing of board resolution.

2. Form-23 under section 192(4)(c) within 30 days of passing board resolution.

Form-32 is not required in case of re-appointment of Managing Director as there is no change composition in board of directors involved.

Best Regards

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 15 May 2010

Example:-

It the term of MD is expiring on 30th August.

And Board has reappointed, subject to the approval of Shareholders in AGM. in June and reappointment is effective from 1st Sep. in resolution.

As such, it is to be filed within 90 days of the date of appintment.

So, when form 25C is to be filed????

After BM? or After 1 Sep or AFter AGM??

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 15 May 2010

Secondly, in AGM Special Resolution has been passed for the approval. So would it require another form 23???

In my opinion "NO"

other views are most welcome.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 15 May 2010

In case of signing of form also i have contrary view. Ofcouse he can sign the forms as he is the director. But in case of appointment or resignation or reappointment different director or secretary should sign the form.