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Thursday, January 3, 2008

Write a short note on ‘Manager’ of a puplic limited company

Section 2(24) defines ‘manager’ as : “Manager means an individual who, subject to the superintendence, control and directions of the Board of Directors,

has the management of the whole or substantially the whole of the affairs of the company, and includes a director or any other person occupying the

position of a manager, by whatever name called and whether under a contract of service or not.

Thus, an individual must be in charge of the whole or substantially the whole of the affairs of the company, in order to be called a manager in accordance

with the Companies Act. A person who is one of the departmental manager or a branch manager is not deemed to be a manager in this sense.

Please note that only an individual can be appointed a manager of a company. According to Section 384, no company can appoint or employ any firm,

body corporate or association as its manager.

Disqualifications of a Manager Section 385 lays down the disqualifications of a manager. The Section provides that no company shall appoint or continue

the appointment or employment of any person as its manager, who

(a) is an undischarged insolvent; or

(b) has at any time within the preceding five years been adjudged an insolvent; or

(c) suspends or has suspended within the previous five years payment to his creditors; or

(d) makes, or has at any time, within the preceding five years made a composition with his creditors; or

(e) is, or has at any time within preceding five years been convicted of an offence involving moral turpitude. .

“The Central Government may, however, by notification in the Official Gazette, remove any of the aforesaid disqualification incurred by any person either

generally or in relation to any company or companies specified in the notification [Section 385 (2)].

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