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Do you wish to appoint a manager in your company?

1. Convene a board meeting after giving notice! To all the company directors as per section 173 of the 2013 Act. Approve the draft agreement or the conditions and terms on which the manager is declared to be appointed in the general meeting.

2. Beware that every officer of the company shall be a punishable with fine of Rs. 25,000. This offense is compoundable by the any officer or regional director approved by the central Government.

3. Issue notices in writing of the general meeting at least 21 days. Before the date of the conference on with the applicable informative statement.

4. Comply with the provisions of Sections 184 of the 2013 Act regarding disclosure of interest of directors etc. In case of a public limited company which includes a private limited company which are subsidiaries of public limited company. Under the section 184(3) of the 2013 Act read with Rule 15(2) of the Companies (Meetings of Board and its Powers). It also regard abstaining from discussion and voting etc.

5. Hold the general meeting and appoint the manager by passing an ordinary resolution by simple majority.

6.If the manager to be appointed has earned at the age of 70 years. Then have the designation is approved by passing a special resolution.

7. If a particular declaration is to be moved then make the general meeting and authorize the manager by response a particular resolution by three-fourths majority.

8. In the case of a public limited company. The appointment in the board meeting. The conference will be effective. But, the approval of the central government. If the recognition is not made in conformity with the conditions. It is specified in Parts I, II and Ill of schedule V of the 2013 Act.

9. The clause (e) relating to the manager, managing or whole-time director to be resident in Chennai, India.  They will not apply to the companies in particular economic places as notified by the department of commerce from time to time.

10. File a certified true copy of the declaration of the committee or agreement executed. The ordinary resolution or particular declaration on with the informative statement (if point no 10 above is applicable). Appointing the managing director with the concerned ROC in e-Form MGT-14 within thirty days of the passing or making thereof (Section 192 of the 1956 ) act. After paying the requisite fee given in the table of fees annexed to companies (Registration of Office and Payment of Fees) Rules, 2014.

11. Ensure that the said e-Form is filed electronically. The copy of the resolution and the explanatory statement are registered with the said e-Form as attachments.

12. Ensure that the said e-Form is digitally signed by the secretary of the company, director or manager or CEO or CFO properly authorized by the board of directors.

13.Further, ensure that the said e-Form is certified by a cost accountant or a chartered accountant . A company secretary in whole-time practice by digitally signing the said e-Form.

14. Note that if default is made in filing a authorized right copy of the particular resolution as same. The company registration  of  every officer who is in absence. They will be punishable with fine up to Rs. 10,000. Which may increase to one thousand rupees for routines.

15. See that the manager files a permission in writing with the registration company to act as a manager after appointment. If he was not a manager before his appointment. There is no prescribed form for such consent.

16. File e-Form DIR – 12 corresponding to e-Form 32 in electronic mode with the interested ROC within 30 days of the recognition by the Board. After paid the necessary fee as mandated under the Company (Registration Offices and Fees) rules, 2014.

17. Ensure that the said e-Form is digitally signed by the secretary of the company. The director of the company or manager or  duly authorized by the board of directors.

18.Further, ensure that the said e-Form is authorized by a chartered accountant or a cost accountant or a company secretary in signing the said e-Form digitally.

19. Note that if absence is made  following with the same requirements. Every officer in a company  shall punishable with fine of Rs 50,000. But which may extend to Rs 5 lakhs (Section 172 of the 2013 Act). As per the 1956 act fine was up to Rs. 500 for everyday during which the default continues in case of contravention of Section 303(1). In case of contravention of section 307(1) of the 1956 Act with fine up to Rs. 50,000 and also with a further fine of up to Rs. 200 for everyday during which the default continues as per section 303(3) read with section 307(8) of the 1956 Act.

20. Make necessary entries in the Register of Directors’ and key managerial personnel etc.

21.Also, notes that if the required entries as aforesaid are not made. Every officer of the registration company will be punishable with fine of a minimum amount of Rs 50,000 which may extend up to Rs. 5,00,000.

22. Furthermore, note that the offenses mentioned in Item Nos.2, 19 and 21 above are compoundable by the regional director or any officer licensed by the central government. You can also get your registration license in Chennai branch.

23. The provisions of section 196 and 203 of the 2013 act regarding disabilities, disqualifications, etc.

24. Where an application to the central government is not required to be made, then file within sixty days from the date of appointment in the general meeting a return in e-Form MR-114 under the 2013 Act corresponding to Form No. 25C. Under the 1956 act concerned with the ROC. After paid the essential fee as prescribed under the Companies (Registration Offices and Fees) Rules 2014.

25. Remember that since e-Form MR – 1 is a document, any delay in filing the same with the ROC falls within the ambit of Section 403 of the 2013 Act. Therefore, in such cases additional fees shall be payable. The fees should be paid in the company registration office at Chennai and Bangalore.

26. The aforesaid return should be accompanied by a certificate either from the auditor or secretary of the registration company or a secretary in the whole-time practice, stating that the requirements of schedule V to the 2013 Act. If the company is a private limited company or public limited company, then the new company registration shall placed in Chennai.

27. If your company registration is either a listed company or a public limited company registration having paid-up share capital of rupees 10 crores or more. Then appointment of either a managing director or whole-time director or a manager or a chief executive officer is a must. The registration of your new company manager is appoint by the board of directors.

28. If your company is a government company, then provisions of sections 203 of the 2013 act will not apply to your company. The registration is to be declared in Chennai registered branch.

Reference :


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