Section 269 of the Companies Act, 2013
🔹 Section 269 of the Companies Act, 2013
Title: Appointment of Managing Director, Manager, or Whole-time Director
✅ Overview:
Section 269 deals with the appointment of key managerial personnel like the Managing Director (MD), Manager, or Whole-time Director (WTD) in a company.
🔍 Key Provisions:
(1) A company may appoint a Managing Director, Manager, or Whole-time Director either:
By the Board of Directors, or
By the company in a general meeting,
subject to the provisions of the Act and the Articles of Association.
(2) The appointment must be for a term not exceeding five years at a time.
The person appointed can be reappointed after the term ends.
(3) No appointment shall be made without the prior approval of the Central Government if:
The person is appointed for a term exceeding five years,
Or the person holds the office for more than five years in aggregate.
(4) The appointment is subject to the company’s Articles of Association and other applicable rules.
📝 Summary:
| Aspect | Details |
|---|---|
| Authority to appoint | Board of Directors or General Meeting |
| Term of appointment | Up to 5 years |
| Reappointment allowed | Yes |
| Approval needed for >5 years | Prior Central Government approval |
📌 Additional Notes:
The appointed MD/Manager/WTD must comply with other relevant provisions, e.g., Section 164 (disqualifications), Section 197 (remuneration).
The appointment is subject to filing with the Registrar of Companies (ROC).
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