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Change in designation from Director to Managing Director

06 May 2010

Hi,

We want to change the designation of Director to Managing Director in a Pvt. Ltd. Company. Can somebody throw light on the procedure.

Thx n regards-

shruti

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19 Replies

Ankit CA and CS (Manager - Accounts) (204 Points)
Replied 06 May 2010

Appointment of Director as MD/ WTD – file Form 32 as change in Designation

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 May 2010

Procedure:

1. As your company is a private company ---you can appoint the director as Managing Director by passing a board resolution.

2. You have to file form 32 with in 30 days of board meeting above under section 303(2).

3. You have to file form 23 with in 30 days of board meeting above under section 192(4)(c).

Kindly revert if there is any doubt.

Best Regards

1 Like

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 06 May 2010

SAMPLE BOARD RESOLUTION

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 1956 read with article ………. of Article of Association of the company Mr. Vivek Jain who is already a Director of the company be and is hereby appointed as non-rotational Managing Director of the company without any remuneration for a period of 5 years w.e.f. April 01, 2001

RESOLVED FURTHER THAT any Director of the company be and is hereby authorized to file the necessary returns with the Registrar of Companies.”

CS Mayur Buha (Company Secretary) (238 Points)
Replied 07 May 2010

Form 25c will not required to file?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17848 Points)
Replied 07 May 2010

Dear Mayur,

As such your company is a PRIVATE COMPANY, section 269 would not apply. Therefore, Schecule XIII does not required to be complied with and form 25C would also not be be filed.

YOu are only required to file form 23 and 32 within 30 days of Board Resolution.

CS MOHIT SALUJA (PRACTICING CS Jalandhar 9914558709) (5155 Points)
Replied 25 May 2010

CAN u explain me dear sir k why we are required to file Form 23 in this regard?

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 25 May 2010

Originally posted by : MOHIT SALUJA
	CAN u explain me dear sir k why we are required to file Form 23 in this regard?

As desired by section 192(4)(c) we have to file form 23 at the time of appointment of of MD irrespective of the status of the company or appointing authority or kind of resolution.

Resolution for the appointment of MD is required to be registered with ROC through filing of form 23. Kindly check the list given u/s 192(4).

Thanks

2 Like

CS YPN (COMPANY SECRETARY & COMPLIANCE OFFICER) (48 Points)
Replied 22 February 2012

Dear Ankur Sir,

In one case which I am handling my company is just now converted into Public Limited Company and want to change the designation of one of its Director from Director to Managing Director. Now what is preferable to change the designation before conversion date or after conversion date?

Thanks & Regards

CS Yuti

(Guest)

Dear Yuti,

You can change ANY WAY as per your convenience.

Thanks

Ajay Mishra (Company Secretary) (74332 Points)
Replied 23 February 2012

A copy of the Board resolution regarding appointment of MD in Form 23 is reuired to be filed with ROC with in 30 days after passing of the resolution in accordance with the provision section 192(1) read with section 192(4)(c) of the Companies Act.

Form 25C/25A will be filed with ROC/CG with in 90 days from the date of appointment.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 23 February 2012

Originally posted by : CS YUTI
	Dear Ankur Sir, In one case which I am handling my company is just now converted into Public Limited Company and want to change the designation of one of its Director from Director to Managing Director. Now what is preferable to change the designation before conversion date or after conversion date? Thanks & Regards CS Yuti

I would suggest you to change the designation before conversion simply by passing a board resolution.

File form 32 & 23 with ROC.

Ankur

saloni (student) (74 Points)
Replied 30 March 2012

Is it necessary to appoint someone an additional director before appointment as a WTD or a non director can be appointed as WTD directly. Please mention the procedure in detail for the appointment. Please reply ...urgent