Change of designation of director

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Garvita Singhal (Querist)
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14 February 2013 Do we need to file Form 23 also alongwith Form 32 in case of change of designation of director from director to managing director in a private company

Ajay Mishra

Ajay Mishra (Expert)
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14 February 2013 Hi

No, need to file Form-23 with ROC, because the provision of section 269 is not applicable to private limited company.

Generally the provisions of section 192 is applicable on both, but is section 269 is not arise for private limited company then consequently section 192 will also not apply.

You just only filed Form-32 for change in designation of the director.

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Srirang Mahabhagwat

Srirang Mahabhagwat (Expert)
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14 February 2013 Hi Garvita,

I assume the fact that the person is a Director appointed in a General Meeting.

Now you want to regularize him as a Director in a Board Meeting.

In such a case you will file Form 23 for the registration of Agreement with the Managing Director (See Section 192 (4) c.

Srirang Mahabhagwat

Srirang Mahabhagwat (Expert)
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14 February 2013 Dear Ajay,

Please correct me, but what about 192 4 c

Ajay Mishra

Ajay Mishra (Expert)
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14 February 2013 Hi

Your answer is not the answer of above question. So It is wrong answer.

For Private limited company, no need to file any form with ROC for appointment of MD/WTD. It totaly govern by their articles.

Form-32 is required, because section 303 demand the same.

Srirang Mahabhagwat

Srirang Mahabhagwat (Expert)
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14 February 2013 Dear Ajay,

Doesnt the Company enter into agreement with MD.

Ajay Mishra

Ajay Mishra (Expert)
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14 February 2013 Hi

They can, but it is not mandatory for private limited company. Because the provisions of agreement arise when the MD appoint as per section 269.

If the Private limited do the same then no need to register under section 192.It will totally govern by their company articles.

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