Changes in designation from Whole time Director to Add Direc

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

04 March 2011 You are requested to clarify the compliances and ROC formality for Changes in designation from Whole time Director to Additional Director.

Please......

CA KRISHNA KUMAR DARUKA

CA KRISHNA KUMAR DARUKA (Expert)
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04 March 2011 I do not understand how a whole time director can become additional director. Please frame your question properly.

Asha Kanta Sharma online

Asha Kanta Sharma

(Expert)
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19 July 2024 Certainly! When there is a change in designation from Whole-time Director to Additional Director in a company, there are specific compliances and ROC formalities that need to be followed. Here’s a step-by-step guide:

### Compliances and ROC Formalities

1. **Board Resolution:**
- **Board Meeting:** Convene a Board Meeting and pass a resolution to appoint the current Whole-time Director as an Additional Director.
- **Resolution Content:** The resolution should mention the change in designation, effective date of the change, and any other relevant details.

**Sample Board Resolution:**
```
RESOLVED THAT Mr./Ms. [Name of Whole-time Director], who is currently serving as a Whole-time Director of the Company, be and is hereby appointed as an Additional Director of the Company with effect from [Effective Date].

FURTHER RESOLVED THAT the necessary filings and intimations be made with the Registrar of Companies (ROC) and other authorities, as may be required, to give effect to this resolution.

Certified true copy

[Signature of Director/Company Secretary]
[Name of Director/Company Secretary]
[Designation]
```

2. **Form Filing with ROC:**
- **Form DIR-12:** File Form DIR-12 with the ROC within 30 days of passing the board resolution. Form DIR-12 is used for notifying changes in the particulars of directors and officers of the company.
- **Attachments:** Attach the following documents with Form DIR-12:
- Certified copy of the board resolution.
- Copy of the updated consent letter from the director.
- Any other relevant documents as required by ROC.

3. **Intimation to Other Authorities:**
- **Income Tax Department:** Inform the Income Tax Department about the change in designation and update necessary records.
- **Other Statutory Bodies:** Depending on the industry and nature of operations, inform other relevant authorities or regulatory bodies about the change, if applicable.

4. **Director Identification Number (DIN):**
- If there is any change in the Director Identification Number (DIN) due to the change in designation, ensure to update the DIN accordingly with ROC.

5. **Shareholder’s Approval (if required):**
- If the Articles of Association of the company require shareholder approval for the appointment of directors, convene a General Meeting and pass the necessary resolutions.

### Additional Points to Consider:

- **Legal Compliance:** Ensure all steps comply with the provisions of the Companies Act, 2013, and other applicable laws and regulations.
- **Director’s Consent:** Obtain the consent of the director for their appointment as an Additional Director.
- **Board Meetings:** Ensure quorum requirements and other procedural aspects of conducting board meetings are adhered to.

By following these procedures and fulfilling ROC formalities, you can effectively change the designation from Whole-time Director to Additional Director in your company. It's advisable to consult with a company secretary or legal advisor to ensure all procedures are correctly followed and compliance is maintained throughout the process.

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