Khushbu (Practising Company Secretary) (127 Points)
23 April 2016Dear Members,
Kindly guide me for the procedure and resolutions for change in designation from a Director to Managing Director of a Private Limited Company?
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 23 April 2016
File MGT-14 within 30 days along with certified true copy of board resolution relating to appointment of MD (Section 117(3)(c)
File eform DIR-12 within 30 days of the board meeting along with certified true copy of board resolution changing designation of director to md.
Kindly obtain consent letter from MD.
The draft of board resolutions and consent letter of MD is attached herewith.
Khushbu
(Practising Company Secretary)
(127 Points)
Replied 23 April 2016
Thanks Mr. Arjun.
Is Shareholders Approval also required for change in designation?
Khushbu
(Practising Company Secretary)
(127 Points)
Replied 24 April 2016
Also, for change in designation as Chairman, is it required to file Forms with ROC?
If yes, which form?
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 24 April 2016
| Originally posted by : Khushbu | ||
 |
Also, for change in designation as Chairman, is it required to file Forms with ROC? If yes, which form? |
 |
MCA Signatory details will show only following types of director designation
1. Managing Director
2. Director
3.Additional Director
4. Alternate Director
5.Nominee Director
6.Director appointed in casual vacancy
Therefore if u appoint any of the above type of directors only u need to file form DIR-12. For appointment of Chairman no need to file any eform with ROC.
GAURAV
(CS)
(22 Points)
Replied 24 April 2016
CS Arjun Rajagopal
(B.com, ACS)
(1056 Points)
Replied 24 April 2016
| Originally posted by : GAURAV | ||
|
i am afraid something missed out in the above reply in my opinion...MR1 for appointment...shareholders approval as per sched V for remuneratoion | |
Hi Gaurav,
The discussion is with respect to private company. MR-1 and shareholders approval is not required for private companies as per MCA exemption for pvt companies notification dt 05.06.2015
sandeep
(employee)
(22 Points)
Replied 20 February 2017
Kindly
Send me the procedure for change in categories of director from Executive to Non-executive. And which forms we have to file to rRoc
Bala
(Chartered Accountant)
(40 Points)
Replied 22 February 2017
Hi Mr. Arjun Rajagopal,
W.r.t to your response, I have a clarification, (given pvt cos and MR1 not applicable).
Filed an MR1 for a pvt co, wherein promoter / first director's remuneration was fixed effective after a certain period of time. The consent letter was generic accepting terms of remuneration. Earlier DIR2 had been filed for consent to act as director.
On filing the above MR1, MCA rejects the submission stating that consent letter to be in DIR2 format. Does this mean I need to refile DIR2 for this purpose (which means a duplication of dir2 filing) ?
Request clarification.
(Pls. note, I have posted this as a separate query as well)
Tnx
Balaji Srini
CA Urval Solanki
(AM- Indirect Tax; Deloitte Mumbai)
(10 Points)
Replied 08 June 2017
Is same procedure applicable in case of change in designation from WTD to MD?
CA Urval Solanki
(AM- Indirect Tax; Deloitte Mumbai)
(10 Points)
Replied 08 June 2017
Is same procedure applicable in case of change in designation from WTD to MD?
CA Urval Solanki
(AM- Indirect Tax; Deloitte Mumbai)
(10 Points)
Replied 05 December 2017
| I think, MGT 14 & MR 1 both are not applicable in case of change in designation from WTD to MD, as section 196(4) & (5) are exempt to private company wide notification dated 05.06.2015. If there is no requirement of approval of board & ordinary resolution at GM then no resolution to be passed hence requirement of MGT 14 is no more in this case. Please correct me if am wrong!! Read more at: https://www.caclubindia.com/forum/details.asp?mod_id=357305&offset=2Originally posted by : CS Arjun Rajagopal |
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Originally posted by : GAURAV i am afraid something missed out in the above reply in my opinion...MR1 for appointment...shareholders approval as per sched V for remuneratoion Hi Gaurav, The discussion is with respect to private company. MR-1 and shareholders approval is not required for private companies as per MCA exemption for pvt companies notification dt 05.06.2015 |
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