Director designation

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Nikhil Bhatia (Querist)
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15 October 2013 how to check director designation and how much time can have to a managing director in a private company?

Ajay Mishra

Ajay Mishra (Expert)
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15 October 2013 Hi

The provision of section 269 of the Companies Act, 1956 dealing with appointment of Managing Director is not applicable to private company. Such private company is totally govern by their articles.

So check your company's articles.

Ajay Mishra

Ajay Mishra (Expert)
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15 October 2013 In case of new Companies Act, 2013 a private company along with public company will appoint MD for the period of not exceeding of 5 years.

Read section 196 of the Companies Act, 2013.

Ajay Mishra

Ajay Mishra (Expert)
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15 October 2013 Section 196:

(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.

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