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Appointment of md in private company

24 November 2011

Dear friend

please guide me what to do in this case.

on june 2010 one person was appointed as additinal director and in same board meeting it was appointed as Managing director.

company has filed form 32 for appointment of additional director and form 23 for passing the resolution.

My question is that on MCA website the status is showing as additional director.

As the articles has given the board of directors power to appoint the M.D.

S i think the process is right.

but on MCA website it is showing additional director now i have to file annual return so how the status will be changed to managing Director.

do i have to file form 25 c if yes please give the reason by giving the provisions (if any)

as i cant file form 32 for change in designation as he was appointed as MD in the same meeting.

please help me urgently.

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6 Replies

Shishir Kumar (CS) (43 Points)
Replied 24 November 2011

I Think form 32 is to be filed to change the status but can you tell me for which date for the date of AGM i.e in 2011 or on the date of appointment on june 2010.

if 32 is filed from the date of agm than the appointment is confirmed from ahareholders.

this is the 1 st AGM of the company

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Shubha Agrawal (company secretary) (57 Points)
Replied 24 November 2011

Hi shishir ji,

Additional director can act as an additional director up to the next AGM from the date of appointment and he will ceases from the directorship unless re- appointed as a normal director. So if a person while he was the additional director of a company had been appointed as the managing or whole time director, the later appointment also ceases simultaneously with the cessation of his directorship at the commencement of the AGM. However if such a person re-appointed as a normal director at the AGM he continues as a director of the company he shall continue as a managing director also for the period for which he is so elected by the AGM.

So, file form 32 for the re-appointment of additional director as a normal director from the date of AGM 2011.

Shishir Kumar (CS) (43 Points)
Replied 25 November 2011

Originally posted by : shubha agrawal

thanks subha

PLEASE TELL ME THAT whether i had to file 25 c also and 32 is filed for change in designation to mD from the date of AGM i.e 30/09/2011

Hi shishir ji,

Additional director can act as an additional director up to the next AGM from the date of appointment and he will ceases from the directorship unless re- appointed as a normal director. So if a person while he was the additional director of a company had been appointed as the managing or whole time director, the later appointment also ceases simultaneously with the cessation of his directorship at the commencement of the AGM. However if such a person re-appointed as a normal director at the AGM he continues as a director of the company he shall continue as a managing director also for the period for which he is so elected by the AGM.

So, file form 32 for the re-appointment of additional director as a normal director from the date of AGM 2011.

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 25 November 2011

You have to file form 32 for change of designation from Additional Director to Managing Director from such Board Meeting date.

Form 25C is not to be filed in case of Private Company because section 269 is not applicable.

Smriti Dhawan (Company Secretary ) (347 Points)
Replied 26 November 2011

I, agree with Ankur, you have to file Form 32, from the date of Board meeting in which he was appointed as Managing Director and there is no need to file Form 25C as Section 269 is not applicable to private companies.