A manager means an individual having management of the whole or substantially the whole of the affairs of the company. He exercises powers subject to the control, superintendence and direction of the board of directors. Section 384 of the companies act provides that only an individual shall be appointed as a manager of the company. No firm, body corporate or association of persons can be appointed as a manager.
Disqualifications for the office of manager:
A person will not be appointed manager of a company if he:
i) Is an undischarged insolvent or has at any time within the preceding five years been adjudged insolvent; or
ii) Suspends or has at any time within the preceding five years suspended payment to his creditors or makes or has made within the above period a composition with them; or
iii) Is or has at any time within the preceding five years been convicted by a court of an offence involving moral turpitude (Section 385).
Number of managerships :
No company shall appoint or employ any person as manager if he is either the manager or the managing director of any other company. A person already holding such an office can also be appointed provided the appointment is made or approved by a resolution passed at a meeting of the board with the consent of all the directors present at the meeting. The central government may permit any person to be appointed as a manager of more than two companies if is necessary for their functioning as single unit.(Section386)
The manager of a company may receive remuneration either by way of a monthly payment or by way of specified percentage of the net profits of the company or partly by the way or partly by the other. The remuneration payable to a manager shall not exceed five per cent of the net profits of the company. However, this limit can be exceed only with the approval of the central government.(Section387)
Like a managing director a manager can be appointed for the first time only with approval of the central government, and his term of office will not be for more than five years at a time. Any amendment in the provision relating to the appointment, re-appointment or increase in the remuneration of a manager shall have no effect without the approval of the central government. A manager cannot assign his office.