Managing Director

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Managing Director Only a Director can be a Managing Director. A Managing Director is first a Director and then a Managing Director with certain additional powers (Shanta Shamsher Jung Bahadur v. Kamani Brothers Private Limited, 1959).Thus a Managing Director is an ordinary Director with special powers. The Managing Director shall exercise his powers subject to the superintendence, control and direction of the Board of Directors.
Section 2(26) of Companies Act, 1956 defines the term Managing Director.
“a director who by virtue of an agreement or of a resolution passed in General Meeting/Board Meeting or of Memorandum of Association 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 a Managing Director by whatever name called”.
		Power to affix common seal, draw or endorse cheque/Negotiable Instruments, share certificates, registration of share transfer are not included in substantial powers of management
A Director entrusted with managerial functions will be a Managing Director even though he may be called as ‘technical Director’ or ‘technical advisor’
Appointment of Managing Director:
According to Section 197A of Companies Act, 1956, a company cannot appoint a Manager and Managing Director simultaneously.
Section 269
269 1 Every public company having paid up capital of Rs.5 Crore or more shall have a Managing Director/whole time Director /Manager. 2 Appointment of Managing Director should be subject to the provisions of schedule XIII. If otherwise, it should be with the approval of Central Government. 3 Such an application to Central Government must be made within 90 days of appointment. 6 If Central Government does not accord consent, he should vacate as soon as the communication received by the company. Default attracts punishment (Rs.5000/day) 7 Contravention to Section 269(2) authorize Central Government to refer this matter to Company Law Board suo-moto or on any information 10 Tribunal may order the company shall be liable to fine Rs.50000/-, Officer in Default shall be punishable with Rs.100000/- and appointed person has to vacate the office, pay fine Rs. 100000 and refund anything received. 11 Contravention to 269(10), Officer in Default/Managing Director/manager shall be punishable with imprisonment (3 year) with fine (Rs. 500/day). 12 Even though there is contravention in the appointment against Section 269(2), all acts of the Managing Director are valid.
Generally, the Board of Directors, if authorized by the Articles of Association appoints the Managing Director. Where the power to appoint a Managing Director is vested in the Board, the members cannot exercise it. If the Articles of Association vest the powers in the members, they must make the appointment.
Thomas Logan Limited v. Davis (1911)
According to Department of Company Affairs (MCA), a  Managing Director can be appointed in any of the following ways:
a.	By an agreement with the Company;
b.	By a resolution passed by the Company
c.	By a resolution passed by the Board of Directors
d.	By the Memorandum of Association;
e.	By the Articles of Association.
A person can be appointed as Managing Director/manager in maximum two Companies. It includes private company also. But Section 316(4) provide that, Central Government may allow appointing a Director as Managing Director to more than two Companies. For which form 25A has to be filed
Section 316
Term of Managing Director shall not exceed 5 years at a time. This is not applicable to a private company
Section 317
Companies Act, 1956 excludes certain persons are excluded from appointing as Managing Director or Whole Time Director. It includes un discharged insolvent, or at any time adjudged as an insolvent, or suspended payment to creditors, or convicted by a court.
Section 267
If a Director is adjudicated an insolvent, but those insolvency proceedings are discharged, such Director no more remains disqualified to act as Director
Mukul Harkisondas Dalal v. J R Doshi (1997)
Section 283 is also applicable to Managing Director.
If an advocate is validly appointed as Managing Director, Companies Act, 1956 does not prevent it because he is a practicing lewyer.
Letter no 8/55(269)/63-PR dated 31-08-1963)
Removal of Managing Director
A Managing Director can be removed as a Director pursuant to Section 284 of the Act, which would result in the termination of the office of Managing Director. This Section presumes the right to claim compensation or damages, if such removal results in a breach of contract.
Some other points
1.	Managing Director, being a Director, must be an individual
2.	There can be two or more Managing Directors in a Company.
3.	It is not possible to appoint a Managing Director and Manager at the same time in a Company.