This PPT Discusses the following :-
1. Definition of Managing Director ,Whole Time Director and Manger
2.Appointment of Managerial Person in a public company
3. Checklist for Appointment of Managerial Person in a public company
4. Managerial Remuneration – What is Includes and what it excludes.
5. Remuneration Limit
6. How to Compute Profit U/s. 349 for Managerial Remuneration
7. Mode of payment of managerial remuneration
8. Provisions applicable to private companies
9. Sitting Fees
10. Conditions for Increase in Remuneration
Section 2(26) defines Managing Director as under:
“Managing Director” 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, and includes a director occupying the position of managing director, by whatever name called.
Provided that the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on the account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within substantial powers of management:
Provided further that a managing director of a company shall exercise his powers subject to the superintendence, control and direction of its Board of Directors.
Whole Time Director
As per Explanation to Section 269, a whole-time director includes a director in the whole-time employment of the company.
Hence a WTD of a company cannot accept the position of WTD in any other company.