is their any difference between manager and managing director

[ramya kannan]

Dear All

the definitions for managing director and manager given in the
Companies Act seems to be alike. Is ther any difference between
managing director and manager in the real sense?

regards
ramyakannan

[Vivek Hegde]

Dear Ramya 

Yes. There is a difference. Reproducing the definitions:

(24) "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 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; 

(26) "managing director" means 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: 

[Provided that the power to do administrative acts of a routine nature when so authorised by the Board such as the power to affix the common seal of the company to any document or to draw and endorse any cheque on account of the company in any bank or to draw and endorse any negotiable instrument or to sign any certificate of share or to direct registration of transfer of any share, shall not be deemed to be included within substantial powers of management: 

1. When you look at the highlighted words you will understand the difference. A company can not have more than 1 Manager (as he will be managing the whole, or substantially the whole, of the affairs of a company). But a Company can have more than 1 MDs.

2. Managing Director should be a Director. A manager need not be a director.

Like this there are so many differences.

Vivek

Provided further that a managing director of a company shall exercise his powers subject to the superintendence, control and direction of its Board of directors;] 

1. Manager is not a director.

2. 

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Warm Regards

CS Vivek Hegde,B.com, ACS, CWA
Company Secretary in Practice
No. 405, 4th Block, 7th Cross
Koramangala, Bangalore-560034
Mob: 09019756940/09900898223

[Vivek Aggarwal]

Dear Ramya

 
Though legally there are many differences in these positions, really there is very little difference in their position as Manager has the powers to manage the whole of daily affairs of a Company which is not necessarily so in case of an MD. That's why there are can be more than 1 MD in a Co. but not 2 Managers.

Regards
CS Vivek Aggarwal

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From: ramya kannan <ramyaka...@gmail.com>
To: csmy...@googlegroups.com
Sent: Fri, 24 December, 2010 1:33:06 PM
Subject: [CSMysore] is their any difference between manager and managing director

[Astarag]

Can any one please name some companies which are having manager

So far I know now days no one is appointing manager but if its true then why the practice is discontinued

what is the reason

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with regards,

Cs. P.A. Patnaik

[Vivek Hegde]

Dear Mr. Patnaik

I beg to differ from you view. I was engaged in the process of appointment of Manager (with CG approval) in couple of companies recently. That is not a rare scenario.

Vivek