redesignation

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RItu (Querist)
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21 October 2009

is shareholders approval required for change in directorship of a director from whole time to a non executive director.

Can a ltd co have only the Managing director as the whole time director and rest being all non executive director

M Prabhakar Menon

M Prabhakar Menon (Expert)
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21 October 2009 Pl c the relevant clauses of the AoA If the appointment is approved at general meeting any chane will require the consent/approval of the shareholders unless the board has been empowered at the general meeting. A company can have MD as wholetime director and the rest as non executive directors

Ankur Garg

Ankur Garg (Expert)
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21 October 2009 Hi,

No need to take shareholdersâ€™ approval for change in directorship of a director from whole time to a non executive director.

For the purpose of section 269 consider Managing director and whole time director as different designation.

If you have appointed somebody as managing director then there is no need to worry about whole time director as far as section 269 is concerned.

Regards

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RItu

RItu (Querist)
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21 October 2009 so, sir can i go ahead by changing the WTD into a NED in a board mtg, informing the SE and filing Form 32 .

Ankur Garg

Ankur Garg (Expert)
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21 October 2009 I think you are doing this for the sake of clause 49 compliance.

As per my understanding for conversion of a WTD in to NED shareholders approval is not required. Convene a board meeting pass a simple board resolution to the effect of such conversion and file form 32 for change in designation.

No need to give prior intimation to SE about this Board meeting. However after BM intimate SE immediately regarding change in designation of WTD.

Views of other Experts solicited.

Regards