Section 2(24) states that "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 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 incharge of the whole or
substantially the whole of the business of the company, in order to be called a
manager in accordance with the Act. A person who is one of the departmental
managers or a branch manager is not deemed to be a manager in this sense. Some
of the more important legal provisions about managers are summarised as follows:
(1) Only an
individual can be appointed a manager of a company (s.384)
(2) Section 385 lays
down the disqualifications of a Manager. No company shall appoint or continue
the appointmentor 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 payment to his creditors; or
(d) make, or has at any time, within the preceding five years made a
composition with his creditors; or (c) is, or has at any time within preceding
five years been convicted of an offence involving moral turpitude.
(3) A person may not
be appointed manager of more than 2 companies.
(4) The provision of
the following sections relating to managing directors have been made applicable
to Manager also (s.388); (a) s.269: Appointment or re-appointment requires
Government approval except in cases specified under Schedule XIII; (b) Ss.
310-311: Provisions for increase in remuneration requires Government approval;
(c) s.312: Prohibition of assignment of office by a director; (d) s.317: Term
of appointment to be not more than five years at a time.
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