Companies Act, 2013
Appointment and Remuneration of Managerial Personnel
196. Appointment of managing director, whole-time director or manager.
1. No company shall appoint or employ at the same time a managing director and a manager.
2. No company shall appoint or re-appoint any person as its managing director, whole-time director or manager for a term exceeding five years at a time:
Provided that no re-appointment shall be made earlier than one year before the expiry of his term.
3. No company shall appoint or continue the employment of any person as managing director, whole-time director or manager who —
a. is below the age of twenty-one years or has attained the age of seventy years:
Provided that appointment of a person who has attained the age of seventy years may be made by passing a special resolution in which case the explanatory statement annexed to the notice for such motion shall indicate the justification for appointing such person;
b. is an undischarged insolvent or has at any time been adjudged as an insolvent;
c. has at any time suspended payment to his creditors or makes, or has at any time made, a composition with them; or
d. has at any time been convicted by a court of an offence and sentenced for a period of more than six months.
4. Subject to the provisions of section 197 and Schedule V, a managing director, whole-time director or manager shall be appointed and the terms and conditions of such appointment and remuneration payable be approved by the Board of Directors at a meeting which shall be subject to approval by a resolution at the next general meeting of the company and by the Central Government in case such appointment is at variance to the conditions specified in that Schedule:
Provided that a notice convening Board or general meeting for considering such appointment shall include the terms and conditions of such appointment, remuneration payable and such other matters including interest, of a director or directors in such appointments, if any:
Provided further that a return in the prescribed form shall be filed within sixty days of such appointment with the Registrar.
5. Subject to the provisions of this Act, where an appointment of a managing director, whole-time director or manager is not approved by the company at a general meeting, any act done by him before such approval shall not be deemed to be invalid.