In case of Whole time Director the Explanation of section 269 of the Companies Act, 1956 says that "whole time director" includes a director in whole time employment of the company.
In case of appoinment of Mananging Director in unlisted public company, we want to get approve the same matter with the Board in single resolution along with the deciding the term of appointment and remuneration and since the profit are insufficiant we hv to take approval of Remuneration Committee also.
My question is that first the Board will approve the remuneration or is it the Remuneration Committee who will approve it sub. to the approval of Board & Shareholders?
First of all Remuneration Committee of the Company will approve the remuneration of MD/WTD thereafter the Board meeting will take note of the resolution passed by Remuneration Committee.
24 August 2012
ok.. i have the same view..and i think now for further proceeding we have to pass only one resolution only to record the appointment of MD and then Renumeration committee require to pass / approve separately the terms of appointment including remuneration...