Clarificatin on managerial remuneration

In order to appoint any WTD the provisions of Section 269 read with schedule XIII are to be complied with.

Accordingly, the appointment can be made in Board Meeting however the remuneration is subject to the approval of shareholders by ways of ordinary/special resolution depending upon the proposed salary and paid up capital of the Company.

The Company is required to file form 32, 25C and 23(In case of special resolution).

As per my understanding of query, Since the person will be appointed as WTD in wholly owned foreign subsidiary, section 269 will not be applicable in this case.

Other views are welcome.

Dear Mr. Ankur

Can you pl revisit your views considering the fact that the proposed appointment of non-executive director of listed indian company is on the board of wholly owned foreign subsidiary as WTD...

Whether Neha Jain views that  sec 269 is not applicable..being the appointment on foreign entity...

If so I think, no approvals are required from shareholders of holding company in india...

Pl comment.

Thanks

Siva Kiran K