I want to know that if i want to change the designation of Director to Managing Director in public company. What the way i should follow up? secondly if want to give its effect from the back date not the current i.e if paid up capital crossed the limit of Rs. 5 crore ( as per sec 269) from the date of 29/09/2007, then what all forms & procedure we have to follow. is it neccessary to make the amendment in articles if the articl s also show the position as Director. Any petition is reuires or form 23 & 32 by giving effcet from back date will work out. PLz clarify the matter.
08 September 2010
The designation of a Director can be changed to Managing Director by appointing such person as a MD of the Company. The appointment can be made by the Board of Directors but has to be confirmed by the members at the ensuing AGM. To effect the changein the records of the MCA, Form 32 has to be filed for change in designation. Please also note that Form 23 has to be filed for the members resolution in certain cases. Form 25C is also required tobe filed within 90 days from the appointment.
Appointment of MD with back dated effect is legally not possible. Even technically it would be very difficult since you would have already filed the annual accounts which would have not reflected any details of MD / managerial remuneration etc.
If the articles do not have any provisions regarding appointment, powers and responsibilities of managerial personnel, it would be expedient to incorporate the same in the AOA. However, this being a Sec 269 provision and not related with the AOA, the fact that your AOA does not have any provisions relating to managerial personnel will not effect adversely.
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