Change in designation from director to whole time director

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