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.
