Chapter XIII - Appointment and Remuneration of Managerial Personnel
Section 201
Section 201: forms of, and procedure for, certain applications
Section 201 sets the procedure for a company’s application to the Central Government under section 196 (appointment of a managing director, whole-time director or manager). The application must be in the prescribed form and preceded by a general notice to members published in two newspapers.
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This article is for general information. Refer to the Companies Act, 2013 official text for the official provisions. If you need professional advice for your situation, contact Bizeneed.
Statutory text
Bare law
(1) Every application made to the Central Government under section 196 shall be in such form as may be prescribed. (2) (a) Before any application is made by a company to the Central Government under section 196, there shall be issued by or on behalf of the company a general notice to the members thereof, indicating the nature of the application proposed to be made. (b) Such notice shall be published at least once in a newspaper in the principal language of the district in which the registered office of the company is situate and circulating in that district, and at least once in English in an English newspaper circulating in that district. (c) The copies of the notices, together with a certificate by the company as to the due publication thereof, shall be attached to the application.
Introduction
Since 12 September 2018, section 201 applies only to applications under section 196. Section 70 of the Companies (Amendment) Act, 2017 replaced "this Chapter" in sub-section (1), and "any of the sections aforesaid" in sub-section (2)(a), with "section 196". It came into force under S.O. 4823(E).
Section 201 originally commenced on 1 April 2014 under S.O. 902(E).
Key takeaways
Prescribed form
Every application to the Central Government under section 196 must be in the prescribed form.
Notice to members first
Before applying, the company must issue a general notice to its members describing the application.
Two newspapers
The notice is published at least once in a principal-language newspaper of the district of the registered office and at least once in English in an English newspaper circulating there.
Proof attached
Copies of the notices and a company certificate of due publication are attached to the application.
Scope
Sub-section (1) covers every application made to the Central Government under section 196. Before the 2017 amendment it covered applications under the whole of Chapter XIII.
- India Code — consolidated Companies Act, 2013, section 201
- eGazette — Companies (Amendment) Act, 2017 (No. 1 of 2018)
- eGazette — MCA notification S.O. 4823(E), 12 September 2018 (Companies (Amendment) Act, 2017 sections 66 to 70 in force)
- eGazette — MCA notification S.O. 902(E), 26 March 2014 (commencement from 1 April 2014)
Notice procedure
Under sub-section (2)(a), before the application is made, the company issues a general notice to its members indicating the nature of the application. Under clause (b), the notice is published at least once in a newspaper in the principal language of the district where the registered office is situated and circulating there, and at least once in English in an English newspaper circulating in that district. Under clause (c), copies of the notices and a certificate by the company as to due publication are attached to the application.
Practical preparation
Confirm the application is one under section 196; prepare the general notice to members; publish it in both newspapers; keep the newspaper copies; prepare the company’s certificate of due publication; file the application in the prescribed form with the notices and certificate attached.
Exemption notifications issued under section 462 can modify how some provisions apply to particular classes of companies (for example private, Government, Section 8 or Nidhi companies); check whether any applies to your company before relying on this guide.
Practical checklist
Do
- Publish the notice before filing the application.
- Use a newspaper that actually circulates in the district of the registered office.
Avoid
- Do not file without the copies of the notices and the publication certificate.
Illustrative example
Hypothetical: applying for approval of a managing director appointment
A company needs Central Government approval under section 196 for a managing director appointment.
Notice
It issues a general notice to members and publishes it in a Hindi and an English newspaper circulating in its district.
Certificate
The company secretary signs a certificate of due publication.
Filing
The application is filed in the prescribed form with the newspaper copies and the certificate.
Outcome
- The application meets the procedural requirements of section 201.
Glossary
- General notice
- A notice addressed to the members generally, indicating the nature of the proposed application.
- Principal language of the district
- The main vernacular language of the district where the registered office is situated.
Frequently asked questions
Does section 201 apply to applications under section 197?
No. Since the 2017 amendment it refers only to applications under section 196.
How many times must the notice be published?
At least once in a principal-language newspaper of the district and at least once in English in an English newspaper circulating in that district.
Need help applying this provision to your situation?
Contact BizeneedLast updated 12 October 2026