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Change in designation from director to whole time director

3141 views 2 replies

Shilpa.N

70 Points Posted on 30 December 2013

Hi All,

Pls help me resolve this:

In a private limited company, a person appointed as director in Feb 2010is now being appointed as whole-time director and is paid a salary of Rs. 80lakhs pa from 1st Dec, 2013. The articles of the Company empower the Board the appoint & fix remuneration of the whole- time director.

Now the question is whether this change in designation of director requires share holder approval? And whether Form 25C & 23 needs to be filed. As per my understanding Form 32 has to be filed with Board resolution. And whether the ceiling on managerial remuneration is applicable to private limited companies? ( the Company is making losses and as per the effective capital of the company the WTD can be paid 3L pm as remuneration)

Thanks

Shilpa

Replies (2)

CS BHAVIN SHETH

MANAGER-Company Secretary

131 Points Posted on 30 December 2013

Dear Shilpa,

As per my knowledge, Being a private company, section 269 and schedule XIII is not applicable. In a private co. only board resolution is enough to appoint WTD. No need to take shareholders’ approval, you need to file Form 32 alone with ROC.

Even Form 23 is not required to be filed since the provisions of Section 192 is not attracted for appointment of whole time director of a private limited company

regards

BHAVIN N SHETH