dear all

here is some more information regarding the roll of manager i hope it will give some more illustration to our discussion.please go thru

**Central Government Act Section 101 in The Factories Act, 1948 101. Exemption of occupier or manager from liability in certain cases. Where the occupier or manager of a factory is charged with an offence punishable under this Act, he shall be entitled, upon complaint duly made by him and on giving to the prosecutor not less than three clear days' notice in writing of his intention so to do, to have any other person whom he charges as the actual offender brought before the Court at the time appointed for hearing the charge; and if, after the commission of the offence has been proved, the occupier or manager of the factory, as the case may be, proves to the satisfaction of the Court-- (a) that he has used due diligence to enforce the execution of this Act, and (b) that the said other person committed the offence in question without his knowledge, consent or connivance,- - that other person shall be convicted of the offence and shall be liable to the like punishment as if he were the occupier or manager of the factory, and the occupier or manager, as the case may be, shall be discharged from any liability under

**Central Government Act Section 2(n) in The Factories Act, 1948 (n) " occupier" of a factory means the person who has ultimate control over the affairs of the factory 6

**manager" means an individual (not being the managing agent) who, subject to the superintendence, control and direction of the Board of directors, has the management of the whole, or subsantially 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;

**A company shall not appoint or employ at the same time both a managing director and a manager. Section 197A makes prohibition on appointment or employment of certain different categories of managerial personnel at the same time. The prohibition is applied to both a public company and a private company.

Company cannot have more than one manager

**A company can have only one manager. The logic behind this is that only one individual can have the management of the whole, or substantially the whole of the affairs of a company.

Director may also be appointed as a manager

A director of a company may also be appointed as its manager. If he ceases to hold office of director then his office of manager will not come to an end and he will continue to hold the office of manager of the company as per terms of his appointment.

**Compulsion to appoint a managing or whole-time director or manager (Section-269)

**As per section 269(1), a public company or a private company which is a subsidiary of a public company, having a paid up share capital of rupees five crores or more shall have a managin

**2. Definition of "Manager" [Refer Section 2(24)]

Section 2(24) of the Companies Act, 1956 defines the term '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 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.

**Sec. 2(30) "officer" includes any director, manager or secretary, or any person in accordance with whose directions or instructions the Board of directors or any one or more of the directors is or are accustomed to act.

Sec. 5. Meaning of "officer who is in default" — For the purpose of any provision in this Act which enacts that an officer of the company who is in default shall be liable to any punishment or penalty, whether by way of imprisonment, fine or otherwise, the expression "officer who is in default" means all the following officers of the company, namely –

the managing director or managing directors;

the whole-time director or whole-time directors;

the manager;

the secretary;

**any person in accordance with whose directions or instructions the Board of directors of the company is accustomed to act;

**any person charged by the Board with the responsibility of complying with that provision:

please give your opinion whatsoever you have

thanx

ramesh kumar panchal

From India, New Delhi
Dear Ramesh kumar Where are sections 197A, 269, 2(24) 2(30) and Sec. 5 under the Factories Act 1948 to understand the implications of the provisions? B.Saikumar HR & Labour Law advisor Mumbai
From India, Mumbai
We are discussing about the Factories Act and Rules and not the Companies Act please As I said I have read and reread the Act a times in the last few days and have not come across with definition or roles or prohibition or qualification anywhere
In the absence of any such definition, we should go with general meaning.

From India, Chennai

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