Appointment of managing director or whole time director

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This query is : Resolved

Chandan Gupta (Querist)

24 August 2012
Dear Members..

Please let me know....

which section deals with the precondition that, to being a Managing Director and WTDs of the company the person must be a director first..?

Thanks..

Ajay Mishra

Ajay Mishra (Expert)

24 August 2012 Hi

Definition of Managing Director as given in section 2(26) of the Companies Act, 1956 says, that Managing director means a director.

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Ajay Mishra

Ajay Mishra (Expert)

24 August 2012 Hi

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.

So prior condition is a director for MD & WTD.

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Chandan Gupta

Chandan Gupta (Querist)

24 August 2012
Thanks Again sir...

but really embarrassing for me how could i forget definition of Managing Director...???

Ajay Mishra

Ajay Mishra (Expert)

24 August 2012 Hi

Don't worry......some time it happens.....i also forget......as a human being

Chandan Gupta

Chandan Gupta (Querist)

24 August 2012 Please suggest one more thing..

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?

Ajay Mishra

Ajay Mishra (Expert)

24 August 2012 Hi

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.

Chandan Gupta

Chandan Gupta (Querist)

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...