COMPANY SECRETARY & MANAGER

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Neelam (Querist)
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06 September 2010 HI ALL,

Please help me with this. Can a person who is working in a listed company as a whole time company secretary can also be appointed as manager?? Please justify your answer by giving appropriate sections.

SANJAY TALATI

SANJAY TALATI (Expert)
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06 September 2010 As per Sec. 2(24), , manager means an Individual, who subject to the superintendence, control dn direction of the Board of Directors has the management of the whole or substantially the whole of the affairs of a Company and includes a director ao any person ocupying a position of a Manager by whatever name called. Further, the disqualification specified u/s 385 for appointing a peson as a Manger also does not speaks out the holding of the post of CS as one of the disqualification.

There is a restriction that where the Board of Directors of any company consisting of only two directrs, neither of them shall be appointed as a secretary of the Company. This is also not a case with your company. In case your company does not have a Managing Director, then u can very well appoint a Company Secretary as a Manager as there is a probihition u/s 197A on the appointment of MD and Manager simultaneously.

Neelam

Neelam (Querist)
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06 September 2010 agree with you but then if in that company there are 4 directors and all 4 are independent directors and company's paid up capital is Rs. 5 Crores. So as per section 269 company need to have manager or WTD or MD & as per 383A company secretary is also compulsorily appointed. So my question is whether a CS can be appointed as manger in above situation??

SANJAY TALATI

SANJAY TALATI (Expert)
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06 September 2010 A person can hold two psositions. There is nothing in the Companies Act restricting the person appointed as a Secretary cannot not hold the position of Manager.

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