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A secretary has been under Section 2 (45), as modified by the Companies (Amendment) Act, 1974, as an individual possessing prescribed qualifications appointed to perform the duties which maybe performed by a secretary under this Act and any other ministerial or administrative duties. Therefore, after the commencement of the Amendment Act, only individuals can be Secretaries.

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Remuneration of the manger

The remuneration of the manger is subject to limits contained in Sections 198 and 387.

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Under Section 2 (24), manger means “an individual (not being the manging agent)who, subject to superintendence, control an direction of the Board of director, has the management of the whole, or substantially the whole, of affairs of a company, and includes a director or any person occupying the position of a manager by whatever name called, and whether under a contract of service or not.”

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Number of managing directorships

A managing director cannot act as such for more than two companies at the same time. In case of the second company, his appointment will require the unanimous approval of the Board of Directors.

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Remuneration of Managing Director

The remuneration of a manging director is subject to the maximum limit of 5 percent of net profits for one and 10 per cent for all of them.

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Terms of office of Managing Director

The term of office of a manging director cannot exceed five years at a time. But a person can be reappointed as such for a further period of five years.

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Appointment of Managing Director

A managing director can be appointed for the first time only with the approval of this Central Government.

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Managing Director

Generally, the directors select one of them to devote his whole time to the affairs of the company. Such a director is known as the managing director and combines in himself two positions, namely, that of a manger and a director. Before 1956, the Companies Act did not define this term.

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The chief executive of the company, whatever be his designation. Is a member of the top management team in the strictest sense of the term. He is charged with the responsibility for the company on be-half of the Board of Directors.

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Chief Executives

It has been pointed out earlier that the initiative in respect of effective management has virtually passed into the hands of the chief executives though the Board of Directors still continues to be the top organ of management responsible for review and appeal.

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Proper Composition of the Board of Directors

The Board of directors being he topmost organ of a the company, it is necessary that it is properly constituted. It must be and a vital, effective an constructive organ of the enterprise if the company is to attain the goals an objectives it has set before itself In fact, most of the successful companies ow tier success to the development of an effective Board which consists of people with foresight and enthusiasm.

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Powers and Functions

A study of the Board's functions and powers can conveniently be made under two broad head: (i) statutory functions (2) managerial functions.

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The Directors to act as a Board

Individual directors have no powers; they have to act as a Board. Matters have to be decided at meetings or through circulation. But the Board has the power of delegating certain authority to an individual director or to a committee of directors.

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Remuneration of Directors

The remuneration of the directors, including a managing director or a whole-time director, is governed by Section 198, which lays down the limits of the over-all managerial remuneration, and Section 309 of the Companies Act and may be determined by the Articles or a resolution (ordinary or special as the Articles provide ) of the company passed in a general meeting.

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Multiple Directorships

Prior to the enactment of the companies Act, 1956, a person usually held a number of directorships. This was referred to as the system of multiple directorships. The system resulted in a great deal of inefficiency in the management of companies.

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Share Qualification

No academic or technical qualifications are laid down for directors. A person becomes eligible for appointment as director only when he files with the Registrar his consent in writing to act as a director and fulfills the requirement with regard to qualification shares.

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Number of Directors

Under the law, a public company in India at least three directors. This applies also to private company which is subsidiary of a public company. Otherwise, two directors are sufficient for a private company.

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Election of Directors

The first directors of a company are appointed by the promoters and a list of such directors is submitted to the registrar of companies, but if no separate list is submitted, the persons who subscribe to the Memorandum of Association will be treated as the first directors.

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Board of Directors

In view of th general separation of ownership from management in a company, it must be managed by an elected body representing the shareholders.

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