Whole time directors

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charulata kabra

company secretary

23 Points Posted on 14 March 2013

Can a listed Company appoint 2 whole time directors?

Mr. A is a wtd , whose period of office will end on 31.12.2013. Meanwhile a new person is inducted in the Company as additional director, Mr. B.

Mr. B will be regularised as director in the agm to be held in September 2013.

Now B wll be a WTD from 01.01.2014....please advice on the procedure to be adopted.

As an additional Director, is he liable to get any managerial remuneration.?

Replies (2)

CA Vineet Dubey

Accounts

114 Points Posted on 14 March 2013

yes,

Company can pay managerial remuneration also to Addition director because he has all such right as other director when additional director to be appointed as WTD.

Shankar BA(Hons)

147 Points Posted on 15 March 2013

Miss.Charulatha,

From analyzing your question I can say that Two WTD will not be a problem as Mr.B is an Additional Director and would be regularized only during the AGM held in September, 2013. Till then, he will act as an Additional Director.

Whereas Mr.A who is a WTD, his tenure as WTD will expire on 31.12.2013 and till that date he is the only WTD of the company. Then you have to pass a resolution about his change in designation.

Generally, as per Section 269 of Indian Companies Act, 1956 Appointment of Managing, Whole - time or manager in a Public Limited Company has to seek Central Government (CG) approval.

In your case, appointment of Mr.B would be confirmed and Mr.A's designation to be WTD (including extension of tenure) will be decided by the CG as the company is a Listed Public Limited Company.

As Mr.Vineet said Comapny can pay Managerial Remuneration to Additional Director, if they are handling the business. That means they have be as Full-Time employee with the designation "Additional Director" in the Company.