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whether Form-23 need to be filed for appointment of WTD

vijay krishna narala (Company secretary) (47 Points)

28 January 2010

Hi all can any one guide me regarding the filing of form- 23 upon appointment of whole time director. by plain reading of sec-192, it seems filing of form 23 is not recquired. pls do reply regards vijay.

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13 Replies

Mitali Agarwal (Company Secretary) (638 Points)
Replied 28 January 2010

Yes, you are correct in interpreting Section 192. Form 23 is not required to be filed in case of appointment of WTD. Only Form 32 and 25C are required.

Form 23 is reqd. in case of appointment of re-appoint. of MD.

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vijay krishna narala (Company secretary) (47 Points)
Replied 28 January 2010

Thank You Mitali,whether in practice it is filed or not?

CA Dhiraj Ramchandani (CA, M. com) (10823 Points)
Replied 28 January 2010

hi its not at all required for whole time director and manager... dont worry...

Mitali Agarwal (Company Secretary) (638 Points)
Replied 28 January 2010

Practice ultimately comes from Law.

And when it is not required under law then why one will file it!!

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 28 January 2010

In practice also it is not rquired to be filed.

However if your adopting the route of schedule XIII for appointment of WTD read with section 269 and required to pass special resolution under Schedule XIII, then you have to file form 23 within 30 days of passing SR.

Regards

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vijay krishna narala (Company secretary) (47 Points)
Replied 28 January 2010

Thanks a lot.

vijay krishna narala (Company secretary) (47 Points)
Replied 28 January 2010

it means if Section-II of part-II of Sch-XIII appointment only needs the recquirement? or any appointment under 269 R/W Sch-XIII needs filing of Form-23. please guide me Ankur. Thanks.

Mitali Agarwal (Company Secretary) (638 Points)
Replied 28 January 2010

Ankur Sir is saying that if for appointment Special Resolution is required (if complelled under Schedule XIII) then, form 23 is filed. You may be knowing that if any special resolution is passed then Form 23 has to be filed.

RADHIKA JALAN (agarwal) (1521 Points)
Replied 29 January 2010

mitali is right..........

Kumar (Article) (922 Points)
Replied 30 January 2010

Form No. 23 is required to be filled only when special resolution is passed. So, if WTD is appointed by passing Sp resolution then it is required else not required.

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CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 30 January 2010

Dear All,

For appointment of MD, WTD and Manager conditions specified in part I and II of Schedule XIII is required to be complied with and form 25C is required to file within 90 days of appointment.

Failing with no appointment can be made except with the permission of Central Government, for which SR is required and form 25A and 23 is required to be filed.

Thus in any case if the conditions specified in part I and II of schedule XIII are not complied with, the Company has to pass a special resolution and for any other reason if the Company appoints WTD, MD or Manager by way of special resolution, form 23 is required to be filed, in addition to other compliances.

Further, if the appointment of MD, WTD or Manager is made in compliance of above conditions, by way of Board resolution or ordinary resolution, form 23 is not requried to be filed (except in case of MD as per section 192).

Amit Periwal (cs) (41 Points)
Replied 02 June 2010

if you are appointing some one as WTD under the provision of Shedule XIII and sec 269 and other applicable section then u must file form 23 and from 25.

vivek (CS) (751 Points)
Replied 02 June 2010

Ankur Sir is prety clear no requirement of Form 23 in case of WTD if u r appointing in lin with Sch XIII aand if not complying u r required the approval of CG then u will hv to pass SR and for SR u will hv to file Form 23.