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of <h1>Schedule XIII Sets Conditions for Appointing Directors Without Central Approval: Age, Residency, Remuneration Limits, Shareholder Approval Required.</h1> The Companies Act, 1956, Schedule XIII outlines conditions for appointing a managing or whole-time director or manager without Central Government approval. Key conditions include no imprisonment or fines for offenses under specified Acts, age between 25 and 70 years (with exceptions), residency in India, and remuneration limits based on company profits. Companies must secure shareholder approval for appointments and remuneration, which is capped at percentages of net profits or specified amounts if profits are inadequate. Special provisions apply to companies in Special Economic Zones, and remuneration must be certified by an auditor or company secretary.
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