Change in designation of a director from non executive to ex

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

14 October 2013 Director at the time of appointment was designated as Non-Executive professional Director, but later on he started drawing remuneration. Now he wants to appoint as Executive Director (Not MD and WTD).

Is it possible??

If Yes, Kindly suggest me the procedure of the same.

Ajay Mishra

Ajay Mishra (Expert)
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14 October 2013 Hi

It is very much possible. Kindly confirm it is public company or private company.

Querist : Anonymous

Querist : Anonymous (Querist)

14 October 2013 it is a public company

Ajay Mishra

Ajay Mishra (Expert)
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14 October 2013 Hi

In that case firstly you will take the approval of (1) Remuneration Committee, (2) Board of Directors and then (3)Shareholders Approval.

Querist : Anonymous

Querist : Anonymous (Querist)

14 October 2013 Hi,

thanks for d reply.

There is no committee constituted in the Company, so Do i need to constitute the same? Is it mandatory to take remuneration committee's approval.

Does Schedule xiii also applicable on Executive Directors? As it only says about WTD and MD and Manager.

Ajay Mishra

Ajay Mishra (Expert)
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14 October 2013 Yes, it will be applicable on executive directors. Read Part II section I to Schedule XIII of the Companies Act, 1956.

Querist : Anonymous

Querist : Anonymous (Querist)

15 October 2013 Dear Ajay,

Kindly also guide me on these points:

1) Executive directors can be retire by rotation or not?

2) Can a person become executive director in more than 1 company. In my case he will be executive director in 3 companies. All 3 (2 cos. are private and one is public) are subsidiaries of a public company.

3) If I Follow Section II of part II of Schedule xiii as the company is having inadequate profits, so is it mandatory to define a term, say 5 years or more for the his appointment as an executive director?
If it is mandatory to define a term,can he be liable to retirement by rotation during that term?

4) Which forms are required to file for this working?

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