Appointment of managerial personnel requires board approval, special resolution, specified disqualifications and prescribed filing obligations.

Appointment of managing director, whole-time director or manager is constrained by non-concurrency with a manager, a maximum five-year term with re-appointment timing limits, and statutory disqualifications including age thresholds, insolvency, suspension of payments and certain convictions. Appointments and remuneration must be approved by the Board, then by special resolution at the next general meeting and, if varying from Schedule V, by Central Government; meeting notices must state terms, remuneration and director interests, a prescribed return must be filed within sixty days, and acts by the appointee prior to general-meeting approval are not rendered invalid under the Act.

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