Appointment of managing director

Dear Members, I have a query with regard to the appointment of a non-resident indian (foregin national) as Managing Director of an Indian Company. As per the provisions of section 196 and schedule V of the Companies Act, 2013 only a person resident in India can be appointed as a managing director of a company incorporated in India. Further, the explanation 1 appended to schedule V states that for the purpose of this Schedule, resident in India includes a person who has been staying in India for a continuous period of not less than twelve months immediately preceding the date of his appointment as a managerial person and who has come to stay in India,— (i) for taking up employment in India; or (ii) for carrying on a business or vacation in India. Queries:  1. Is the aforementioned condition as to the continous residence of 12 months before his appoitment is also applicable to a person who is an indian citizen..? 2. What is the term continuous period of not less than twelve months immediately preceding the date of his appointment means..? If a person goes out of india even for a single day, then whether he is disqualified from appointment..? 3. Are the conditions specified in Explanation 1 to schedule v speaks about 2 separate conditions or the conditions is to be read in conjuction..? 4. If a person has entered India holding a valid business visa / employment visa, whether he would be required to satisy the conditions of 12 months residence for his appointment as Managing Director..? Your value comments are solicited on the subject matter.   Regards, Vikrant Anand

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