SCHEDULE XIII- CONDITIONS TO BE FULFILLED FOR THE APPOINTMENT OF A MANAGING OR WHOLE-TIME DIRECTOR OR A MANAGER WITHOUT THE APPROVAL OF THE CENTRAL GOVERNMENT
[See sections 198, 269, 310 and 311]
CONDITIONS TO BE FULFILLED FOR THE APPOINTMENT OF A MANAGING OR WHOLE-TIME DIRECTOR OR A MANAGER WITHOUT THE APPROVAL OF THE CENTRAL GOVERNMENT
No person shall be eligible for appointment as a managing or whole-time director or a manager (hereinafter referred to as managerial person) of a company unless he satisfies the following conditions, namely :-
(a) he had not been sentenced to imprisonment for any period, or to a fine exceeding one thousand rupees, for the conviction of an offence under any of the following Acts, namely : -
(i) the Indian Stamp Act, 1899 (2 of 1899),
(ii) the Central Excises and Salt Act, 1944 (1 of 1944),
(iii) the Industries (Development and Regulation) Act, 1951 (65 of 1951),
(iv) the Prevention of Food Adulteration Act, 1954 (37 of 1954),
(v) the essential Commodities Act, 1955 (10 of 1955),
(vi) the Companies Act, 1956 (1 of 1956),
(vii) the securities Contracts (Regulation) Act, 1956 (42 of 1956),
(viii) the Wealth-tax Act, 1957 (27 of 1957),
(ix) the Income-tax Act, 1961 (43 of 1961),
(x) the Customs Act, 1962 (52 of 1962),
(xi) the monopolies and Restrictive Trade Practices Act, 1969 (54 of 1969),
(xii) the Foreign Exchange Regulation Act, 1973 (46 of 1973),
(xiii) the Sick Industrial Companies (Special Provisions) Act, 1985 (1 of 1986),
(xiv) the Securities and Exchange Board of India Act, 1992 (15 of 1992),
(xv) the Foreign Trade (Development and Regulation) Act, 1992 (22 of 1992) ;
(b) he had not been detained for any period under the Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974 (52 of 1974) :
Provided that where the Central Government has given its approval to the appointment of a person convicted or detained under sub-paragraph (a) or sub-paragraph (b), as the case may be, no further approval of the Central Government shall be necessary for the subsequent appointment of that person if he had not been so convicted or detained subsequent to such approval ;
(c) he has completed age of 25 years and has not attained the age of 70 years :
Provided that where -
(i) he has not completed the age of 25 years, but has attained the age of majority ; or
(ii) he has attained the age of 70 years ; and
where his appointment is approved by a special resolution passed by the company in general meeting, no further approval of the Central Government shall be necessary for such appointment ;
(d) where he is a managerial person in more than one company he draws remuneration from one or more companies subject to the ceiling provided in Section III of Part II ;
(e) he is resident in India.
Explanation : For the purpose of this Schedule, resident in India includes a person who has been staying in India for a continuous period of not less than twelve months immediately preceding the date of his appointment as amanagerial person and who has come to stay in India, -
(i) for taking up employment in India, or
(ii) for carrying on a business or vocation in India.
Explanation II : This condition shall not apply to the companies in special Economic Zones as notified by Department of Commerce from time to time :
Provided that a person, being a non-resident in India shall enter India only after obtaining a proper employment visa from the concerned Indian Mission abroad. For this purpose, such person shall be required to furnish, along with the visa application form, profile of the company, the principal employer and terms and conditions of such person's appointment.
PROVISIONS APPLICABLE TO PARTS I AND II OF THIS SCHEDULE
1. The appointment and remuneration referred to in Parts I and II of this Schedule shall be subject to approval by a resolution of the shareholders in general meeting.
2. The auditor or the secretary of the company or where the company has not appointed a secretary, a secretary in whole-time practice shall certify that the requirements of this Schedule have been complied with and such certificate shall be incorporated in the return filed with the Registrar under sub-section (2) of section 269.