Appointment of company secretary as a manager

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George (Querist)
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01 January 2013 Dear Experts,

Plz help me resolve this query:

1) Can a company secretary of a Company be appointed as a Manager of a Company?

2) As per section 269, it is mandatory for a public Company having a paid up capital of 5 crore or more to have a MD or WTD or Manager.

Now if a Public Company's paid up capital increases to 5 crore or more, then is there any time period during which the Company should appoint a manager ?

Plz advise

Ajay Mishra

Ajay Mishra (Expert)
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01 January 2013 Hi

Time limit is not defined upto which the should comply the provision of section 269 after increasing paid up capital.

Ajay Mishra

Ajay Mishra (Expert)
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01 January 2013
Provisions in Articles relating to the appointment of a manager

The regulations contained in Table A of Schedule I come into operation in case of companies limited by shares to the extent these are not excluded or modified by the Articles of these companies.
Regulation 82 of Table A provides that subject to the provisions of the Act,—
(1) A manager or secretary may be appointed by the Board for such term, at such remuneration and upon such conditions as it may think fit; and any manager or secretary so appointed may be removed by the Board;
(2) A director may be appointed as a manager or secretary.
Appointment and remuneration of manager in the case of an independent private company will be governed by the relevant regulations contained in the Articles of Association of the company. In the absence of any provisions in this regard, the appointment shall be made and remuneration shall be fixed in the general meeting of the company.

A person who is a secretary of the company can not be appointed as Manager of the Company. The reason is that in both case in Form-32 PAN is required, when you fill the PAN in Form=32 as Manager, it will show that the person is a secretary of the company and in that case the secretary position autometically change from CS to manager by filing Form-32. In that case, in your company, the post of CS will be vacate.

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George

George (Querist)
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02 January 2013 Thank you Mr. Mishra for your advise.

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