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Change in designation in a public company

KRUNAL SANGHVI (Article) (38 Points)

23 February 2011

What is the procedure to change the designation from director to Managing Director & Chairman in a public company (unlisted) ?

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4 Replies

Shridhi Jain (Company Secretary) (1678 Points)
Replied 23 February 2011

Directors are retired on every AGM. U can reappoint them as MD and file form 32 for change in designation.

If you want to change the designation in b/w the year then you can hold a BM and pass the resolution for that...and file form 32 and in coming AGM you can get the approval of the same from the shareholders.

If the resolution is approved then you can show him as MD with retrospective effect and if such appointment is refused then he has to leave his position.

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nidhigoel89 (Company Secretary ) (594 Points)
Replied 23 February 2011

Hello!

I think that would be a case of appointment of MD rather then change in designation.......

For which Sec 269, schedule XIII would be apllicable.....For which u need to convene a GM pass the resolution and File Form 23(U/s 192) and Form 32 within 30 days from the date of GM............. Rest chk the provision of remuneration ........If within limit specified then No need to have CG approval otherwise a form 25A would also be filed.....

Contrary views are solicited

Regards

Nidhi

KRUNAL SANGHVI (Article) (38 Points)
Replied 23 February 2011

Is it necessary to file form 25C after filinf Form 23 & 32? and

can someone pls give me a specimen of board resolution to be passed?

CS Ankur Srivastava (Company Secretary & Compliance Officer) (17853 Points)
Replied 10 January 2012

In order to appoint MD or WTD under section 269 without approval of Central Government Form 25C is required to be filed wihting 90 days of the Appointment.