1. Who is managing director?
Section 2(26) defines a managing director as "a director who, by virtue
of an agreement with the company or of a resolution passed by the company in
general meeting or by its Board of Directors or, by virtue of its memorandum
or articles of association, is entrusted with substantial powers of management
which would not otherwise be exercisable by him, and includes a director occupying
the position of a managing director, by whatever name called."
2. Define director.
Section 2(13) defines a director as any person occupying the position of director,
by whatever name called. We can define a director thus, 'a director is one of
those persons, who are responsible for directing, governing or controlling the
policy or management of a company.'
3. Define wholetime director.
Companies Act does not define the term 'wholetime director'. This term is used
in the Act to denote such a director who is in the wholetime employment of a
company and is not entrusted with substantial powers of management. A
wholetime director is just an ordinary employee of the company having no discretionary
power to take decisions on policy matters.
4. How is casual vacancy of director filled?
If the office of a director falls vacant for some reason before his term expires
the same may, subject to any regulations in the articles, be filled by the Board
of Directors. But a director, so appointed, will cease to act the moment the
term of the original director is completed.
5. Define manager.
Section 2(24) defines a manager as "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,
and whether under a contract of service or not."
