Appointment of managing director

1. Yes you can appoint one more director as a Managing Director in the company. As per my understanding there is no provision in Company Law restricting the appointment of 2 MD in the same Company.
2. Yes you can appoint him directly as MD in Board Meeting without confirming him as a regular director in the next coming AGM of company. There will be no adverse consequences.

Yes he will cease to be a director in the next coming AGM and accordingly his MD ship shall also cease even if he (additional director) is MD of the company. So do not forget to regularize the additional director in the AGM.  

3. Simply file form 32 with ROC after passing a board resolution. You have to select “Director” after selecting “change in designation” in form 32.

Regards

Ankur

Hi 

I Agree with Ankur....

A company can have more than one Managing Director. The Managing Director of a Company is defined by Section 2 (26) of the Companies Act, 1956 as “…means a director who, by virtue of an agreement with the Company or of a resolution passed by the company in general meeting or by its Board of Directors or, by virtue of its memorandum or articles of association, is entrusted with [substantial powers of management] which would not otherwise be exercisable by him….” . Though the Companies Act does not expressly mention that there can be more than one managing director for a company, in Section 5 of the Act which deals with officers in default, it states in clause (a) to the section “managing director or managing directors”. Hence there can be more than one managing director for a company. According to Section 197A of the Act, a company cannot have at the same time a MD and a Manager. A company may, however, at the same time, appoint or employ two or more MDs.

Department's Clarification-"Section 2(26) defines "Managing director" as a director who is entrusted with substantial powers of management which term refers to the nature of the powers and not the quantum thereof. Section 2(24) of the Companies Act, 1956, on the other hand has defined the word manager' as an individual who has the management of the whole or substantially the whole of the affairs of a company. Thus the managing director of a company may be entrusted with substantial power of management but not necessarily of the whole or substantially the whole of the affairs of a company. A company may, therefore, have more than one managing director. [Department's Clarification F. No. 8/16/(1)/61-PR].

Thank You Ankur Sir and Ajay Sir for Your Valuable Views.

You are always welcome dear Rachit. We all are here to share and resolve each others query. Keep sharing n keep asking...

Hi

I agree with Ankur view........

Hi Ankur and Ajay

just had a chance to go through your replies. Was looking answer for the same type of query.

It was very specific reply.

but my query extends to the remuneration part and attraction of limitation of Schedule XIII.

Can u put some light on this please. Got little confused.

Regards

Hi Mr. Saikumar

In your first query there is no discussion on remuneration you only ask about appointment section .

Am i right?.