COMPANIES ACT QUERIES .........not so urgent

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Anil Kumar (Querist)

03 August 2010 Query 1: Can a minor be appointed as a director in public company / pure private company ?

Query 2 : Can a manager and MD co-exist simultaneously in a pure private company ?

Query 3 : Can a company issue unsecured debentures ? if yes, how ?

Query 4 : Do executive director comes into the ambit of "managerial person" for determining managerial remuneration ?

Answers with relevant provisions and case laws will be appreciated.
thanks in advance.

Ankur Garg

Ankur Garg (Expert)

03 August 2010 1. No…lack of contractual ability prevents a minor to become a director. Being a responsible designation a director must have power to enter into contrant.

2. No…refer section 197A

3. yes…but not very sure…however adoption of section 117 to 119 is necessary.

4. Not necessarily…however managerial personnel term includes MD, WTD and the Manager read with section 269..

Wait for other expert opinions…

Regards

DR GAURAV GUPTA FCA, FCS, LL.B

DR GAURAV GUPTA FCA, FCS, LL.B (Expert)

03 August 2010 Agreed with Ankur however in query no. 3 unsecured debentures will be treated as public deposit so follow the rules of sec58A,

Anil Kumar

Anil Kumar (Querist)

03 August 2010 @ankur garg : but in case of private company, consent of directors not needed , so is there a chance for minor being appointed a director. and so far contractual ability is concerned , the companies act doesn't provide anything contrary to that. since a minor can not apply for DIN,he would not be able to be a director.
am i correct ?

Ankur Garg

Ankur Garg (Expert)

04 August 2010 Your points are valid Anil Ji...Still there is no point of discussion regarding Minor because when you file DIN for minor director or later file form-32--- ROC will rejects the same...

Trust everything is clear now...

Rasesh

Rasesh (Expert)

04 August 2010 Point 3: Agree with Mr. Gaurav
Point 4: Executive Directors remuneration has to be included in the overall limits for managerial remuneration. We apply to CG for rem of our managerial personnel and the CG requires the executive directors rem to be included in the overall limits (irrespective of their designation being not MD, WTD or Manager)

Anil Kumar

Anil Kumar (Querist)

04 August 2010 thanks all the experts..

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