The Companies Act, 2013 does not mandates a Private Company to appoint Managing director, Whole-Time Director or Manager. It also does not prohibit voluntary appointment of Managing Director, Whole-Time Director or Manager by the Private Companies for efficient management of their businesses.

Managing Director under Section 2 (54) of the Companies Act, 2013:

A director who, by virtue of the articles of a company or an agreement with the company or a resolution passed in its general meeting, or by its Board of Directors, is entrusted with substantial powers of management of the affairs of the company and includes a director occupying the position of managing director, by whatever name called.

Whole Time Director under Section 2 (94) of the Companies Act, 2013

Whole Time Director means a director in the whole-time employment of the company. In other words, a director employed to devote the whole of his time and attention in the carrying on of the affairs of the Company.

A person, who is proposed to be appointed as a managing director or whole-time director, can’t be appointed unless he is already a director in the company. So, holding of office of director is a prerequisite for holding of office of managing or whole-time director. 

Appointment of Additional Director as MD/WTD

If a person while he was the additional director of a company had been appointed as the managing or whole-time director, the appointment also ceases simultaneously with the cessation of his directorship at the commencement of the annual general meeting. However, if such a person is re-elected as a director at the next annual general meeting, he shall continue as a managing or whole-time director also for the period for which he is so elected by the annual general meeting. 

Criteria for appointment (Section 196)

  • A company can’t appoint or employ at the same time a Managing Director and a Manager.
  • A company can’t appoint or re-appoint any person as Managing Director or Whole Time Director or Manager for a term exceeding five years at a time.
  • No re-appointment shall be made earlier than one year before the expiry of his term.
  • The minimum age for appointment for these positions is 21 years and normal retirement age is 70 year.
  • The appointment of a person having age of above 70 years may be made by the approval of members by special resolution.

Procedure to appoint a MD/WTD/Manager by Private Company

1. Articles of Association must authorize the Board to appoint a MD/WTD and Manager, if not; alter the AOA of the company first.

2. Hold a Board Meeting for consideration of appointment of MD/WTD or Manager and pass resolution for appointment.

3. Execute Agreement with MD/WTD/Manager stating various terms and conditions of appointment.

4. Filling of Board Resolution in form MGT-14* for appointment of MD.

5. Filing of particulars of MD/WTD/Manager in Form DIR- 12.

MGT-14 is required for appointment including re-appointment of MD and variation in the terms and conditions of appointment of MD. Variation includes increase or decrease in remuneration also. [(Section 117(3)(c)] However, MGT-14 is not required to be filled for appointment of WTD and variation of any terms and conditions for his/her appointment.

Exemptions to Private Limited Companies

  • No need to take approval of Shareholders for appointment of MD/ WTD.
  • Provision of Section 197 i.e remuneration to MD/ WTD not applicable on such companies.
  • Schedule V not applicable on such Companies.
  • No need to file e-form MR-1.

Author Bio

Qualification: CS
Company: DVG & Associates
Location: Mumbai, Maharashtra, India
Member Since: 02 Feb 2018 | Total Posts: 81
CS Dhaval Gusani is a founder of DVG & Associates, Company Secretaries and Corporate Law Professionals. He is a Commerce and Law Graduate and an Associate Member of the Institute of Company Secretaries of India (ICSI). He has cumulative experience of more than 5 years with Listed Company, Charte View Full Profile

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13 Comments

  1. Amit Kaushik says:

    Mr. A is whole time Director and appointed for a period starting from 01.07.2018 till 30.06.2023. Company wants to re appoint him for a fresh period starting from 01.07.2022 to 30.06.2027 (i.e. before expiry of his earlier term). Can we do this?

  2. S.Chakraborty says:

    Can a person ( relative of working Director) be appointed ( without appointing as additional Director) be given power of Attorney to operate the whole business affair including sale of immovable assets by a simple Board Resolution to that effect

  3. Sameer Ahmed says:

    Mr.x was appointed as a director for life by the article of association of a private company.The articles also empowered Mr.X to appoint a successor. Mr.X appointed, by will, Mr.G to succeed him after his death.Can G succeed X after the death of X?

  4. Kajal Gupta says:

    Can you please qoute the relevant section which states that the acceptance of resignation of MD by the company is necessary.

  5. Anand Singh says:

    If a Managing Director has been appointed and the agreement doesn’t anything about the day he will assume his charges then what will be the day his obligation and liabilities will start. eg- If an MD has been appointed on January 1 and no date is specified in agreement (or AoA, etc) that on such date he will assume the powers of MD, then from which date his obligations and liabilities will start (or he can be made liable for any loses to the company). (if you find the answer please do provide the source of the answer)

  6. Vandana Rathore says:

    As per 196.2[(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.

    So even a whole time director cannot be appointed for a term exceeding 5 yrs.

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