Managing Director - Management, Company Law Notes | Study Company Law - B Com

Managing Director [Section 2 (54)]

Section 2(54) of the Companies Act, 2013 defines a 'Managing Director' as a director who is entrusted with substantial powers of management of the affairs of the company by:

• Virtue of the articles of a company, or
• An agreement with the company, or
• A resolution passed in its general meeting, or by its Board of Directors, and includes a director occupying the position of the managing director, by whatever name called.

Explanation to Section 2 (54) clarifies that substantial powers of the management shall not be deemed to include the power to do such administrative acts of a routine nature when so authorised by the Board such as:

• The power to affix the common seal of the company to any document or
• To draw and endorse any cheque on the account of the company in any bank or
• To draw and endorse any negotiable instrument or
• To sign any certificate of share or
• To direct registration of transfer of any share. 

Whole Time Director [Section 2(94)] 

Whole-time director' includes a director in the whole time employment of the company.

Manager [Section 2(53)]

'Manager' means an individual who, subject to the superintendence, control and direction of the Board of Directors, has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or any other person occupying the position of a manager, by whatever name called, whether under a contract of service or not.