Change in designation from Director to Managing Director

Appointment of Director as MD/ WTD – file Form 32 as change in Designation

Procedure:

1. As your company is a private company ---you can appoint the director as Managing Director by passing a board resolution.

2. You have to file form 32 with in 30 days of board meeting above under section 303(2).

3. You have to file form 23 with in 30 days of board meeting above under section 192(4)(c).

Kindly revert if there is any doubt.

Best Regards

SAMPLE BOARD RESOLUTION

“RESOLVED THAT pursuant to the applicable provisions of the Companies Act, 1956 read with article ………. of Article of Association of the company Mr. Vivek Jain who is already a Director of the company be and is hereby appointed as non-rotational Managing Director of the company without any remuneration for a period of 5 years w.e.f. April 01, 2001

RESOLVED FURTHER THAT any Director of the company be and is hereby authorized to file the necessary returns with the Registrar of Companies.” 

Form 25c will not required to file?

Dear Mayur,

As such your company is a PRIVATE COMPANY, section 269 would not apply. Therefore, Schecule XIII does not required to be complied with and form 25C would also not be be filed.

YOu are only required to file form 23 and 32 within 30 days of Board Resolution.

CAN u explain me dear sir k why we are required to file Form 23 in this regard?

Originally posted by : MOHIT SALUJA
	CAN u explain me dear sir k why we are required to file Form 23 in this regard?

As desired by section 192(4)(c) we have to file form 23 at the time of appointment of of MD irrespective of the status of the company or appointing authority or kind of resolution.

Resolution for the appointment of MD is required to be registered with ROC through filing of form 23. Kindly check the list given u/s 192(4).

Thanks

Dear Ankur Sir,

 In one case which I am handling my company  is just now converted into Public Limited Company  and want to change the designation of one of its  Director from Director to Managing Director. Now  what is preferable to change the designation before conversion date or after conversion date?

Thanks & Regards

CS Yuti

Dear Yuti,

You can change ANY WAY as per your convenience.

Thanks

Hi

A copy of the Board resolution regarding appointment of MD in Form 23 is reuired to be filed with ROC with in 30 days after passing of the resolution in accordance with the provision section 192(1) read with section 192(4)(c) of the Companies Act.

Form 25C/25A will be filed with ROC/CG with in 90 days from the date of appointment. 

Originally posted by : CS YUTI
	Dear Ankur Sir,  In one case which I am handling my company  is just now converted into Public Limited Company  and want to change the designation of one of its  Director from Director to Managing Director. Now  what is preferable to change the designation before conversion date or after conversion date? Thanks & Regards CS Yuti

I would suggest you to change the designation before conversion simply by passing a board resolution.

File form 32 & 23 with ROC.

Ankur

Is it necessary to appoint someone an additional director before appointment as a WTD or a non director can be appointed as WTD directly. Please mention the procedure in detail for the appointment. Please reply ...urgent

Hi

Yes it is required to appoint first as Additional director and then appoint him as WTD. File Form-32 after filing of Form 32 also file Form-25C accordingly.

Regards

Other views are also solicited.

Yes, he should be either a Additional Director or Director of the Company.

Appoint Additional Director by passing a Board resolution in Board meeting.

OR

Appoint him direct a Director by passing  a ordinary resolution in general meeting.