Appointment of key managerial personnel.

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....r manager and in their absence, a whole-time director; and (ii) company secretary: Provided that unless the articles of such a company provide otherwise, an individual shall not be the chairperson of the company as well as the managing director or Chief Executive Officer of the company at the same time. (2) Every whole-time key managerial personnel of a company shall be appointed by means of....

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....n as its managing director, if he is the managing director or manager of one, and of not more than one, other company and such appointment or employment is made or approved by a resolution passed at a meeting of the Board with the consent of all the directors present at the meeting and of which meeting, and of the resolution to be moved thereat, specific notice has been given to all the directors ....