(Provision Regarding the a Manager) The following provisions related to the manager of a company are important.
(I) Appointment of Manager (1) Only one person can be appointed as manager, not to a firm or an organization. (2) a person ineligible for the post of manager; like
(a) the insolvent person,
(b) a moral delinquent person,
(c) A person withholding payment to creditors etc.
(3) It is necessary to obtain the permission of the Central Government for the appointment of the first manager.
(4) The age of the manager should be between 21 years and 70 years. (II) Restriction on Appointment of Manager – (1) One person can be appointed manager of only one company.
(2) If a person is the manager of more than two companies, then he has to decide within one year from the date that which company he wants to be the manager, it is necessary to send the information to the Central Government.
(III) Term of the Office of the Manager – A company can appoint any person who is qualified to be a manager for a period of 5 years at a time. If necessary, this period can be further extended by 5 years, provided this re-appointment has been made two years before the expiry of 5 years and the permission of the Central Government has been obtained.
(IV) Remuneration of Manager – The following are the main provisions regarding the payment of remuneration to the manager.
1. Manager’s remuneration may be paid on the basis of monthly salary or on the basis of a certain percentage of the net profits of the company or on both basis. 2. The total remuneration of any manager shall not in any case exceed five per cent of the annual net profits of the company.
(V) Powers, Duties and Liabilities of Manager All the rights and duties that the manager receives are received only by the Board of Directors because it has to work under the direction of the Board of Directors. The manager should do his work carefully.
If the liability of the manager is unlimited in a company with unlimited liability, it must be mentioned in the terms of his appointment. Also, a company can limit the manager’s liability only after a special resolution has been passed and the manager’s written consent has been obtained. The manager of the company is responsible for his own actions. The manager of the company does not have the right to get compensation from the company for the loss caused by the acts done by fraud or negligence, but he can apply for protection in the court provided he proves that he did the work honestly and properly. in any manner and has not committed any fraud or breach of duty.
(VI) Removal of Manager: The Central Government has the power to order the removal of a manager on the basis of cases against him. (VII) Register of Managers Every company is required to keep a separate register related to its managers, which usually contains the following things:
description is given
(1) the name and surname of the manager,
(2) Father’s name,
(3) If the manager is a woman, the name of her husband,
(4) Address of residence,
(6) Business, if any,
(7) a reference to the office held by him in any other company,
(8) Mention of date of birth
(VIII) Inspection of Register According to section 304, any member of the company can inspect the above kept register without any fees. Another person can view the manager register by depositing a fee of Re. If there is any difficulty in the inspection of the register, then the company and every guilty officer can be punished on the basis of ₹ 50 per day. Inspection of the register can be done only after receiving the order on application to the court.