Specimen Agreement for Appointment explained: this guide covers what it means, who it applies to, the step-by-step process, documents required, fees, due dates and penalties in India — so you can stay compliant with confidence and avoid costly mistakes.
Manager Under Companies Act
Under Section 2(53): a Manager is an individual who has management of the whole or substantially the whole of the affairs of the company -- subject to the Board's superintendence. Section 196 governs the appointment -- requiring Board Resolution + Shareholder Approval. A company can have EITHER a Managing Director OR a Manager -- not both simultaneously (Section 196(2)). The Manager's remuneration is subject to Section 197 limits (same as MD -- 5% of net profits for single MD/Manager, 10% for multiple). Schedule V applies for nil/inadequate profit situations.
Specimen Agreement -- Key Clauses
1. Appointment: The Company appoints as Manager for [3/5] years from , pursuant to Board Resolution dated and Shareholder Resolution dated .
2. Powers and Duties: The Manager shall manage the affairs of the Company subject to Board direction. Powers include: (a) general management of day-to-day operations, (b) employment/termination of staff, (c) entering contracts within approved limits, (d) representing the Company before authorities, (e) signing documents on behalf of the Company.
3. Remuneration: . Subject to Section 197 limits and Schedule V.
4. Restrictions: The Manager shall NOT: (a) engage in competing business, (b) disclose confidential information, (c) exceed Board-delegated authority.
5. Termination: [3] months notice by either party. Immediate termination for misconduct, insolvency, or disqualification under Section 196(3).
Filing Requirements
(a) File Form MR-1 (Return of Appointment of Manager) with ROC within 60 days. (b) Form DIR-12 if the Manager is also appointed as director. (c) Form MGT-14 for the shareholder resolution.
Manager vs MD -- Distinction
| Feature | Manager | Managing Director |
|---|---|---|
| Must be Director? | NO -- need not be a director | YES -- must be a director |
| Board member? | May or may not attend Board | Attends Board as member |
| Voting at Board? | NO voting right (unless also director) | Full voting right as director |
| Appointment | Board + Shareholder | Board + Shareholder |
| Remuneration | Same limits (Section 197) | Same limits (Section 197) |
Disclaimer: This article is for informational purposes only and does not constitute legal or professional advice. While every effort has been made to ensure accuracy based on the latest laws and amendments, readers should consult a qualified professional before acting on any information provided. For expert assistance, contact us.
Key Facts About Specimen Agreement for Appointment
- Applies in: All states across India, under the relevant central law.
- Mode: Mostly online via the official government portal.
- Typical timeline: Ranges from a few days to a few weeks depending on the case.
- Non-compliance: May attract penalties, interest or late fees.
- Expert help: TaxClue completes the entire process end to end for you.
Can a company have both MD and Manager?
NO -- under Section 196(2): a company cannot appoint or employ a person as Managing Director AND Manager simultaneously. The company must choose ONE. Additionally: if there is a Managing Director, no separate Manager can be appointed. If the company wants a professional non-director to manage operations: they appoint a Manager. If they want a Board member to lead management: they appoint an MD.
Must a Manager be a director?
NO -- this is the key distinction from an MD. A Manager need NOT be a director of the company. They can be a professional executive who manages the company's affairs without being on the Board. However: the Manager may be appointed as a director additionally (in which case they would be like a Whole-Time Director). The Manager attends Board Meetings by invitation (not as a member) unless also appointed as director.
Over 90% of compliance penalties in India arise from missed due dates — timely handling can save businesses thousands of rupees each year.
Specimen Agreement for Appointment: a key compliance topic in Indian tax and corporate law that businesses and individuals must understand to remain compliant.
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Why This Matters
Staying compliant with Indian regulations protects your business from penalties, interest and unnecessary legal trouble. It is always wise to maintain proper records and documentation so that any future scrutiny can be handled smoothly. Rules and thresholds in drafting pleadings are revised periodically, so it helps to review your obligations at the start of each financial year. Professional guidance from a qualified CA, CS or advocate ensures that filings are accurate and submitted well before the due date.