Section 203 — Appointment of key managerial personnel

(1) Every company belonging to such class or
classes of companies as may be prescribed shall have the following whole -time key managerial
personnel,—
(i) managing director, or Chief Executive Officer or manager and in their absence, a whole -time
director;
(ii) company secretary; and
(iii) Chief Financial Officer:
Provided that an individual shall not be appointed or reappointed as the chairperson of the company,
in pursuance of the articles of the company, as well as the managing director or Chief Executive Officer
of the company at the same time after the date of commencement of this Act unless,—
(a) the articles of such a company provide otherwise; or
(b) the company does not carry multiple businesses:
Provided further that nothing contained in the first proviso shall apply to such class of
companies engaged in multiple businesses and which has appointed one or more Chief Executive
Officers for each such business as may be notified by the Central Government.
(2) Every whole -time key managerial personnel of a company shall be appointed by means of a
resolution of the Board containing the terms and conditions of the appointment including the remuneration.
(3) A whole-time key managerial personnel shall not hold office in more than one company except in
its subsidiary company at the same time:
Provided that nothing contained in this sub -section shall disentitle a key manageria l personnel from
being a director of any company with the permission of the Board:
Provided further that whole-time key managerial personnel holding office in more than one company
at the same time on the date of commencement of this Act, shall, within a p eriod of six months from such
commencement, choose one company, in which he wishes to continue to hold the office of key managerial
personnel:
Provided also that a company may appoint or employ a person as its managing director, if he is the
managing director or manager of one, and of not more than one, other company and such appointment or
employment is made or approved by a resolution passed at a meeting of the Board with the consent of all
the directors present at the meeting and of which meeting, and of the resolution to be moved thereat, specific
notice has been given to all the directors then in India.
(4) If the office of any whole-time key managerial personnel is vacated, the resulting vacancy shall be
filled-up by the Board at a meeting of the Board within a period of six months from the date of such vacancy.