Section 301 of the Companies Act, 2013
Section 301 of the Companies Act, 2013 relates to the appointment and remuneration of the Managing Director, Whole-Time Director, or Manager of a company.
🔹 Section 301 – Appointment and Remuneration of Managerial Personnel
✅ Key Provisions:
Appointment by the Board:
The Board of Directors of a company may, subject to the provisions of this Act, appoint:
A Managing Director (MD), or
A Whole-Time Director (WTD), or
A Manager
For a term not exceeding 5 years at a time.
Terms and Conditions:
The appointment must be made in accordance with the Articles of Association (AOA) of the company.
The Board may specify the remuneration, powers, duties, and terms of appointment.
Approval by Members:
If the appointment or remuneration exceeds the limits prescribed by the Act or Articles, approval by the members in a general meeting may be required.
No Contract Beyond 5 Years:
No appointment shall be for a term exceeding 5 years at a time.
The appointment can be renewed.
🔸 Purpose:
To regulate the appointment of key managerial personnel ensuring corporate governance.
To control the tenure and remuneration so that it is in line with company policies and shareholder interests.
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