Who is a whole-time director?

In many Sections of the Companies Act, the term ‘whole-time director’ has been used side by side with that of the ‘managing director’. Confusion is,

therefore, likely to arise in respect of their position and role.

While the term ‘managing director’ has been specifically defined under Section 2(26), no such definition of a whole-time director is available. Explanation to

Section 269, however, states that the expression whole-time director includes a director in the whole time employment of the company.

Regarding appointment/re-appointment and remuneration of whole-time director, same provisions as are applicable to a managing director, are

applicable. Under Section 269, every public company and a private company which is a subsidiary of a

public company must have a managing director or a whole-time director if its paid-up

share capital is Rs. 5 crores or more. Similarly, Sections 267 and 268 providing for

5. Where application is to be made to the CenlTal Government, as aforesaid:

(i) Give general notice to all members indicating the nature of the application to be made to the Central Government. Publish the notice at least once in the

regional language in a newspaper of the principal language of the district in which the registered office of the company is situated and circulating in that

district and at least once in English in an English newspaper circulating in that district [Sec. 640B].

(ii) Forward three copies of the general notice published in the newspaper to the Stock Exchange if the shares of the company are listed on a recognized

stock exchange [Standard Listing Agreement].

(iii) Forward to the Stock Exchange with which the shares of the company are listed, a copy of the proceedings of the general meeting and three copies of

the notice of the general meeting [Standard Listing Agreement].

(iv) Make the application in Form No. 25A within 90 days from the date of

appointment and enclose the prescribed documents.

6. Send a copy of the application along with all the documents to the Registrar of Companies.

7. See that the managing director files his consent in writing with the company to act as a director after appointment if he was not a director before his appointment.

8. See that the managing director notifies about his appointment to other com panies in which he is a director, managing director, manager or secretary within 20 days [Sec. 305].

9. Make necessary entries in the Register of Directors.