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Whole Time Director

Dhiraj Bagri (Manager - Finance & Accounts) (174 Points)

23 September 2010

Hi,

I want to know in

A). How many companies WTD can be appointed?

B). Does it include Pvt Ltd company as well.

Plz let me know any provision or section if any of you can refer to.

Further, Section 314 is applicable to Pvt Ltd Companies or not?

Thanks

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4 Replies

Ajay Mishra (Company Secretary) (74337 Points)
Replied 23 September 2010

Dear Friend

The Companies Act 1956 does not obviously indicate the position of Whole-time Director (WTD) very clearly, at least to the extent it does in the case of a Managing director (MD) or Manager who have been defined in Definitions section.

Of course there is an explanation under 269(12) which says " WTD includes a director who is in the whole-time employment of a company", suggesting that a WD can also be one who is not in the whole-time employment of the company!

Then if we look at section 269(1) containing the words " a public company (with prescibed share capital) shall have a managing or whole-time director as if suggesting that MD and WTD are synonimous. 269(2) refers to the appointment of "managing or whole-time director" in accordance with Sch XIII.

PartI(d) of that schedule says "where he is a managerial person (which includes MD, WTD, director or Manager in more than one company "... etc., suggesting that WTD can also be in more than one company!

It is strange, however, that a MD can not be so in more than two companies because of section 316, and such restriction seems to be there in the case of WTD!

Section 314 is applicable to both Public and Private Limited Company.

Regards

CS Ajay Mishra

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Dhiraj Bagri (Manager - Finance & Accounts) (174 Points)
Replied 23 September 2010

Thanks for the reply.

Part 1: -So whether WTD can be appointed in one or more companies is not yet clear.

Part 2: -As per the Companie (Amendment) Bill Act 2003 section 314 is not applicable to private companies.

Plz help me wrt above if possible.

Ankur Garg (Company Secretary and Compliance Officer) (114773 Points)
Replied 23 September 2010

Law is silent regarding position of WTD. But I would advise you to keep his appointment to one company only for the following reasons:

1. Section 269 recognizes WTD as managerial personnel thus makes his position a bit crucial for a company as long as corporate compliance is concerned.

2. Whole time words attached with WTD generally means full time devotion in one company.

If you still appoint a person as WTD in more than one company than ROC object later.

Section 314 is applicable to public and private both.

Thanks